Heavenly Light
by Jovianokami
Summary: Ben Tennyson get two new partners, Rook Blonko an Revonnhanger from planet Revonnah and Makoto Kino former Sailor Senshi from Janpan. As much as Ben dosen't like his two new partners he can't help but feel something for both Rook and Makoto.
1. Chapter 1

**Disclaimer: I don't own Ben 10: Omniverse or Sailor Moon. Ben 10:Omniverse is rightly own by Man of Action. Sailor Moon is own by Naoko Takeuchi. All characters rightfully belong to their owners. I don't own nothing other then this plotline. Thank you!**

**Main characters: Ben Tennyson, Rook Blonko and Makoto(Lita) Kino**

"Talking"

'_Thinking' _

"_Speaking in Japanese."_

Chapter One

Roaring thunder echo across the sky was dark gray storm clouds moved across it, as lightning shot across the foreboding clouds as rain fell to the ground. Under the rainy skies, the people of Tokyo, Juban walked among the streets and roads carrying with them umbrellas to keep the cold unforgiving rain off their bodies. As the people of Juban walkabout concerned only with their affairs, or those around them. Ignoring a figure that was slowly making its way across the very sidewalk that they were walking on.

She was tall young woman wearing a hooded jacket colored orange and white with a green shirt underneath the jacket with a pair of blue jeans and simple white tennis shoes. Her once green baseball cap that she had been wearing earlier that day was long gone. Left at a place that she had once called a second home, it was there were she gain many cuts and bruises on her body, creating the aspect that she had just recently been in a fight. Yet the people around her moved away, uncertain and fearful as to what has happened to this young woman unsure if they should or should not get involved.

She held her hand close to her chest, gritting her teeth as blood spilled from the center of her chest slipping between her fingers, mixing with the rain turning the once dark red color into a almost pale red. She stumbled as she walked swaying from side to side willing herself continue walking till she reached her destination. Auburn hair clinging to her peach color face having come completely lose from her once high ponytail, letting her bangs foreshadow her once bright emerald color eyes.

Raising up her right hand as a telephone booth came into her sights, her fingers touch the cool wet glass giving her a moment to rest, as she leaned upon it. Taking in a couple of deep breaths, trying to let the fear and anxiety leave her body only to have these feelings to be replaced by confusion, sorrow, and betrayal. Makoto Kino continued to lean against the telephone booth as her mind replay the events that had transpired over act Hikawa Shrine.

Even now, she still didn't understand how or why her one's friends people she had called her family had suddenly turned against her and were now searching for her to finish the job they had started. But she could not let it end this way, she was determined to find out the reason behind her once friends, family, actions. Hoping that by discovering this it will bring a feeling of understanding and peace to her a type of closure. Even if it meant she had to contact her god parent to do so. Taking in a deep breath, Makoto opened the telephone booth door and stepped inside closing it behind her.

She listened for a couple minutes letting her eyes closed as the rain patter against the booth strangely calming her down and riding her of all the negative feelings that she had been carrying with her. With a deep sigh, she moved her left hand to the back of her right pocket jean, bringing out her telephone card. With almost shaking hands, she lifted up the telephone, while placing her phone card into the slot. Once it was inside, she began to dial a number she had memorized that she had turned seven years old.

There was a moment of delay, as this was a international call. But that moment, only lasted a second as a ringing sound filled her ears. It too was ended as a click was heard telling her that someone on the other end have picked up the line.

"Hello?" said a deep rumbling voice almost causing Makoto to smile despite what had just happened to her.

"Max? It me, Makoto." She said, creating a sigh of relief as she began to speak with her god parent. Making what was possible the worst day of her life that lest have a sliver lining to it all.

_Bellwood Plumbers Home Base_

Deep green emerald look up watching the coming and goings of Plumbers who where running and rushing along the footpaths of under the underground building of "Max's Plumbing". She had been in her underground apartment room readying herself to meet her new partners that Max Tennyson says she would meeting today. But just some hours earlier alarm systems began to ringing causing the once bright lights to turn red. She rushed out of her apartment when everything bled red, running down the hallway to the entrance of the underground tunnel coming to a stop. Temporarily memorized by the action that was happening before her eyes.

"Makoto, over here!" called Max Tennyson, having spotted the young auburn hair woman waving her over to where he stood.

Blinking her eyes, Makoto eyes and head came down locking on to Max and two other Plumbers beside him, she then moving through her co-workers till she reach her god parent. Once she was at his side, he gave her a small grin seemed she was wearing her Proto-tech-armor. Only that she had change the color of the armor from purple and black to a green and white colors.

"What's going on?" Makoto asked looking up at the computer screen.

"There was an explosion. Just some miles away from here, my grandson, Ben has gone to check it out." Max said turning around completely so that he was face to face with her. The plumbers around him seem to be handling things as the alarms came to a stop causing once red lights to disappear.

"Do you want me to go check it out to?" Makoto asked slightly excited as everything around her calm down thinking of the chance to meet Ben Tennyson. She had heard quite a bit about him from his grandfather and medic news back home.

"No, but I want is for you and Rook to check out protection racketeering that's been going around for alien stores. The two of you are going to find out who is behind this." Max said moving away from the computer motioning Makoto to follow him.

"Who is Rook?" Makoto asked she knew she was being paired with Ben but she didn't know anything about this Rook person.

"That Rook." Max said pointing out a young male alien coming their way.

Makoto eyes widen at seeing a light purple skin male alien with black marking on his face and head coming their way wearing the standard colored proto-tech-armor. She wondering just for a moment, if those markings were actual tattoos, or just markings that came with his species. She could see triangular lines on the top of his head that seemed to go over and behind his head. He even had pointed shaped ears causing her to wonder if there was anything special about his ears.

She was even taken in at his color of skin matching, her eyes then moved from his face to his eyes, where she was quite surprised to see that his eye color. His eyes work on almost similar to her own, only having black marks around them then dipping down his cheeks, making a sharp angle, while containing downwards along the rim of his jaw coming to an end and forming a triangle on his chin.

But rather than having white color around his pupil it was yellowish were as his pupil being an amber-orange color. Another thing that caught her attention was how tall he was where she was 5'6'' in height, Rook was proven to be much taller than herself. She even took a step back as Rook came to a halt in front of herself and Max.

"Makoto Kino, I would like you to meet Rook Blonko. Rook, this is your other partner, Makoto Kino. She's come all the way from Japan to be partners with you and Ben." Max said, introducing the two of them to one another.

"It is a pleasure to meet you, M…ak…oot...noo… is that how you announce your name?" Rook asked uncertain if he was saying her name right.

"It's Mak-oto but don't worry about it. You can just call me Lita, if you want." Makoto said bringing up her hands in front of her waving them to ensure Rook. She was okay with him calling her by other name.

Rook nodded, "My apologies. I am still learning Earth languages and their pronunciations."

"Don't worry, Rook you'll have plenty of time to get to know Makoto here and saying her name. Now then, let's get to business, shall we?" Max said, quite pleased to see the two of them getting along. Perhaps there is a chance that Ben would get a long with them as well as taking the news of two new partners.

Nodding, the two of them turned to Max as he began to fail him in on the protection racketeering that have been threatening every alien shop in Bellwood. From time to time, Makoto would glance over at Rook still a little stun knowing that she will be working with an alien. Or that she was even quite close to one without it trying to harm her or at least attacked her.

Naturally, she has seen plenty of aliens over in Japan during her years as a sailor senshi either frighten them and destroying them even during the final show downs with their masters. But even during her stay with the plumbers in Japan at Juban Plumbers headquarters had been a common sight but she never spoken to them.

A deep coughing noise had her looking over to Max who raised the eyebrow at her telling her she had not only been glancing at Rook but have actually turned her head to look at him. Mumbling a quick apology to both Max and Rook, she turned her eyes and face downwards, filling her face heat up in embarrassment.

Unknown to her, Rook had a small smile across his lips. He had known that she had been glancing at him from time to time, but had said nothing. Finding her actions quite fascinating and amusing as Max Tennyson went back to informing them about the protection scandal that was going on. Once done, Max gave them the clear, to head off to Mr. Bauman store.

"There is a good chance you might meet Ben there. Since our info just informed us that Haack mar store was destroyed with the possibility of Mr. Bauman being next on their list of stores." Max said looking up from the report, and then at the two of them.

"Do not worry sir, we will bring the lowlifes to justice." Rook said standing tall and proud.

'_Did he really say that? He sounds just like those mornings action shows for kids back home.' _thought Makoto thinking about the show Kamen Raider she used to watch when she was still a child. In fact, he seen to be a various serious alien who was quite professional about his job.

"Count on us. We will get the job done." Makoto said, giving Max a deep bow in respect.

With that said two of them were left alone. As Max excused himself to attend to some other plumber business. Now alone with his partner, Rook to the time to study her. She had auburn hair, held in a high ponytail with tresses of hair framing the side of her face. Deep emerald green eyes that showed much maturity and experience within them which surprised him a bit. She was even quiet tall coming just above his shoulders which surprised him just a bit. Her skin color was a creamy peach color as his eyes trail over her face seeing a pair of roses ears too.

Even though she wore proto-tech-armor like himself it was colored differently, Rook had to wonder if it was possible that she have some experience in the field. Other wise why else would Magister Tennyson would assign her with him and Ben? Even if his experience in the field was limited.

"Have you battled aliens before?" Rook asked turning sideways so that he could face her.

Makoto looked away as she thought about what she would tell him, "I have in a matter of speaking thought not as a Plubmer. Back in Japan I was something different but I figure we can speak more about this later."

"Agreed. We do have a job to do. Follow me will take my vehicle to the destination." Rook said turning towards reserved space.

She followed after him till they've reached a van with the icon cartoon picture of Max Tennyson leaned against the words "Max's plumbing". She found herself a bit disappointed at seeing such a ordinary vehicle. Rook on the other hand went to the driver side, opening the door. He stopped when he noticed that Makoto was just standing there looking at his vehicle.

"Is something wrong?" Rook asked, his eyes moving back from her to his van.

"Ah, no. I am was just… huh…well, I was just expecting something a bit more? This seems to be just a ordinary van." Makoto said feeling a bit disappointed then scold herself for feeling such a way even if the Plumbers did have very cool weapons and vehicles.

"It is hardly ordinary." Rook said closing the drivers door as he walked a couple of paces away. He reached into his many pockets bringing out what looked to be some kind remote control pressing a button then.

Makoto jump back a little when vehicle began to transform a front of her. Changing from a simple van into a floating spaceship now. She was completely taken aback once it stopped transforming.

"Amazing!" Makoto said, moving forward to the ship bringing a hand pressing it against Rook spaceship now. Her eyes then glance over to were Rook stood there watching her, once again felt embarrass by her actions, "Sorry, I didn't mean offend you from what I said."

"I was not offend." Rook said causing Makoto to look at him intensely.

"Do you always speak like that?" Makoto asked his manner of speaking was very polite and civil.

"Speak like what?" Rook asked a confused look on his face came to him as he thought about her question.

"Ah, well you speak so politely and civil…it is…quite impressive." Makoto said explaining her question to him.

"I have always spoke in such a manner. It was my Amma who taught me to speak in such way." Rook explain as he repressed the button changing the spaceship back into a four wheel vehicle.

He then signal her to enter the vehicle but he could see she was puzzled by the word Amma but said nothing as she entered the passenger side as he did the same from the driver-side. Once they were secured inside the vehicle, Rook drove them out from the plumber base into a tunnel way and on to the highway with silence falling between them.

"That word, Amma what dose that mean?" Makoto asked side-glancing at him.

"It means mother." Rook said feeling quiet content at explaining Revonnhanger terms to her.

"Ah, like Kaasan."

"Kaasan?"

Makoto nodded, "Kaasan is the Japanese word for mother."

"Tell me, what is Japan like?" Rook asked letting his eyes glance over to her seeing her head till up as she took a moment to think.

"Well, I grow mostly up in Juban. It a very crowded city being so close to Tokyo itself. I never actually visit other cities. There are lots of tall buildings and urban areas, shines and amusement parks about. Oh and there is of course Tokyo Tower." Makoto said thinking about her home town now.

"I have read about of Tokyo tower. Have you ever been to it?" Rook asked remembering reading a earth guide book, it even list some of earth major cities.

"Once." Makoto said as a memory from long ago came forward. Her sudden pleased mood changed into a sober one now as she lower her head with her bangs covering her eyes.

Rook frowned at sensing the change in her wondering if it was something he had said. He open his mouth to ask if something was wrong but was unable to do as they came to the store known as Mr. Bauman store. Rook made sure he parked a few blocks away turning off the van engine before turning around in his seat.

"What are you doing?" asked Makoto as one hand was place on handle ready to open it but had paused in her actions.

"Getting our disguises. We will need them in order to infiltrate Mr. Bauman store." Rook said handing her a long brown cloak and hat now.

Makoto look at the clothing questionability, "I know I'm new to America and all but even I know this a little to out there."

"What do you mean?" Rook asked having already put on his disguise.

"Eh, nothing. Let go." Makoto said opening the door and coming out.

Closing the door behind her, she began to place on the disguise over her proto tech armor now. With out a word the two of them walk towards the alien store now passing by humans and aliens as they near the place. With Rook a head of her, Makoto took the time to look at store entrance then at all the items and what she guess was food. They made their way over to the counter sitting down at a couple open stools with her sitting on his left side.

An older man with a very severe recline hair that circle from his right ear to his left was white in color wearing small semi- square glasses and a mustache. He wore a yellow shirt with pink vertical lines and a pink bow with a matching apron and brown pants.

"What can I get you two?" asked Mr. Bauman looking at the both of them questioningly.

"I will have an…" Rook said ordering some type of food and drink along with some ice cream.

Mr. Bauman wrote down the order then turn his eyes over to her now, "I'll just have a coke and fries."

Once done, Mr. Bauman walk over to the mini-kitchen handing the order to the cook who grabbed it with one of his free tentacles. _'If Mina or Haruka was here I can just imagine the things they would say.' _thought Makoto as a small smile came to her lips only for it to disappear as a sudden, throbbing pain exploded within her chest. Causing her to gasp as she brought up her right hand to the area between her breasts, clinching the cloak between her fingers as the pain shot through her body.

"Lita, what wrong?" Rook asked hearing her gasp of pain turning in his seat and looked at her.

"It…nothing." Makoto said lying to him as she fought the pain bringing it under control now.

"It is not nothing. If something is wrong, you need to tell me. Now." Rook said placing his hand on her shoulder. Just at that moment a sharp electrical pain laced through his fingers and up his arm making him jerk his hand back.

"I'm sorry, I didn't mean to shock you! I…" Makoto start to say it but was called off by a sudden crashing sound. Making the two of them turn around only to see a huge hulking alien with a white underbelly and black top with deep yellow plating with green eyes and a black mouth.

This alien look about seeming a little embarrass by what had happen, "Oh, that was me. My bad."

"Who is that?" Makoto asked as the pain in her chest less now.

"I believe that is Ben Tennyson." Rook said watching his other partner stand there.

"Hey, how it going fellow aliens. And nice weather having here on earth, huh?" Ben said trying to act natural as other aliens look at him.

Rook carefully tap her shoulder now not sure if she would shock him again but it seems that he had control over this electrical ability of hers allowing him to getting her attention back on to him. He point to the food that Mr. Bauman had brought them before he reach for his purple color burger. She thank him while grabbing a couple of fries and stuff her face. She knew she would have to explain about the electrical shock she had just given him before but for now she would hold back and hope her powers would stay in line.

"Ben, your not fooling anybody." Mr. Bauman said having coming back to side counter now.

"Oh, ah yeah right." Ben said then picking up a arm full of cans walking over to were Mr. Bauman stood who in turn place a place a hand over his face as he look down giving off a feeling of hopeless.

Rook and Makoto watch as Ben tried to sit down first by crouching then jumping on to the seat only for it to give way letting the hero of the universe fall to the ground sending cans of food all over the floor again.

"I knew it, I knew it!" Mr. Bauman shouted angrily at Ben.

Ben himself seemed, oblivious to the older man words and anger in them as he stood up looking at the creator size dent he had just made, "That will buff right out."

This time Ben tried to seat himself normal placing one leg over the stall then a other one over the one next to it. The stalls bent and squeaked under the weight of the customer but did not break now.

"There we go. Nothing too it." Ben said giving Mr. Bauman a smile just at the same time Rook decide it to take a long drink from his cup.

Makoto felt herself sweat drop at the loud sound Rook was making only for it to grow when he burp making Ben and Mr. Bauman look at the both of them. A growling sound rumbled from Ben making the green eye hero turn to Rook looking at his food.

"Hey you going to eat the rest of that?" Ben asked point a sharp claw at Rook food. Rook slid his burger over to Ben with out word to hero who grin at the food, "Aw, thanks. What about those fries there?"

"Hey!" Makoto shouted out as Rook grad her fries sliding them over to Ben with out question, "Those were mine!"

She let out a low growl to Rook promising a good electrical shock for that even if Ben did say thanks. Rook did had the right to hand his food over to some else if he wish to but not so with her own food.

"Aw, thanks. Hey, could you pass the…" Ben began to asked only for Rook beat him at his question placing the side-dish around the burger, "Whoa, aw thanks."

"Why did you do that?!" Makoto asked in a low voice to Rook as Ben pick up the purple burger getting read to bite into it only for a voice to call out just before Rook could asnwer her a voice called out.

"Pay up, Foulmen." said a rough voice as a dark color armor wearing lizard like alien came up to the food counter wearing a robotic armor suit along with other red and black armor alien and chicken like one too.

She moved ready to intercept the three only for Rook to take hold of her arm now making her turn her head to look at him, "What are you doing? We need to stop them."

"Not yet." Rook said look at the three criminals now pulling the auburn hair woman back to her seat.

"You heard about Haack mar." said the large chick like alien.

"I heard he has great deals on toilets." Ben said turning his head slightly trying to look at the three new comers.

Mr. Bauman cross his arms over his chest showing his displacement at Ben words, "I heard it was a accident."

"Accidents happen all the time. May be to you." said Bubble head, the leader of the group stepping aside now showing them a tall structures like item to Mr. Bauman. Seeing this, Ben attempted to get off his seat only to find he had as much trouble getting on it as much as getting off it.

"Take it easy now, I don't want any trouble." Mr. Bauman said reaching under the countertop for a moment then bring out a lock box opening it to revealed a amount of light blue crystals to the crooks.

The leader of the group rose his claw armor hand up letting it stretch out and take hold of the box taking all but the one crystal in Mr. Bauman hand then retracting his hand back. Mr. Bauman look at his empty hand then at the light blue crystal then over at the bubble enclosed alien.

"Pleasure doing business with you." Bubble head said now ready to leave now.

It was then that Ben press his round claw hands on the surface of the counter causing it to crash under his strength and weight as he push himself off the seats now. Turning around to face these so called protectors.

"Hey, bubble head." Ben called out loudly making the group pause now.

'_Finally! Some action.'_ Makoto thought ready to move herself and join in on the action only to be stop by Rook once again. She had been waiting patiently now wanting to beat the tar out of them for their actions just to have her Revonnhanger partner stop her.

"What are you doing?" Makoto asked her emerald green eyes looking on his light purple face now.

"We have not been ask to help. Till then we will wait." Rook said pulling her back into her seat again.

"_You got to be kidding me! You and I are just going to seriously sit here waiting for him to ask for help!" _Makoto said angrily not realizing that she was speaking in her home country language.

"I'm sorry, I did not understand you. Could you repeat that?" Rook asked not understanding a word she had just said only to have her cross her arms over her chest.

"Oh, no, no, no…" Mr. Bauman said bring up both his hands to his face now as he shook it back and forth gaining Makoto attention.

"This doesn't concern you, Arburian pelarota." said the black-purple armor alien looking to Ben as if his actions were idiotic in nature.

"I think it dose." Ben said giving them a slight smile now.

"Ah, look like someone needs to be taught a lesson." said Bubble head retracting his claw hands bring out long poll like weapons now.

"Oh, let me guess you're the one who going to teach it to me." Ben said sarcastically to the three criminals.

Mr. Bauman gasp seeing just were this was about to lead too, "Not in my store! Please! I'll pay you not to do this, Ben!"

"Really? I mean, your days of intimidating people is over, Bubble brain." Ben said trying to forget Mr. Bauman deal even if was tempting he had a job to do.

Just as those words came out of his mouth, Bubble head activating his weapons spinning them as he fire in all directions. Makoto couldn't help but feel a little sorry for Mr. Bauman as chaos just erupted in his store despite pleading to Ben not to do anything. She glance at Rook who continued to sit there eating his ice cream now. _'You have got to be kidding me.' _thought Makoto going over to the fighting now.

"No lasers, no lasers!" said Mr. Bauman but his pleas were ignored as he duck down.

Even as lasers rain down a pound them, Rook continued to eat his ice cream in a calm state while Makoto kept a eye on the fight. Even as a laser head towards them, she saw Rook easily deflect against it with just his spoon then went on eating. That amazed her, she doubt even she could have done something like that as the laser was sent back heading Bubble head right in the center of his helmet. Causing him to lose his grip dropping his weapons to the ground.

Ben used that moment of shock to curl up into a ball as Bubble head stumble back his red eyes widening for just moment to see Cannonbolt rolling towards him. Bubble head turn to try and run away only to be slam in the back the force of it sending him flying into one of the grocery shelves knocking it and the ones behind it over spilling the food items onto the ground now.

What innocent aliens had just been in the store began to scramble out trying to avoid the fighting as Cannonbolt turn rolling toward the two remaining culprits. Mr. Bauman called out to his customers thanking them and asking them to come back though he figure the chance of that happing were now very slim. Not noticing how Fistina and Liam were placing the bomb onto his store floor stopping to see Cannonbolt heading right for them.

Cannonbolot hit Fistina right in her chest sending her backwards into the shelve causing a other domino effect. Cannonbolt watch feeling a bit guiltily at his actions turning to Mr. Bauman now.

"I'll clean it up later, Mr. Bauman." Ben said hoping to ease the older man helpless state.

"You always said that." Mr. Bauman said looking down in defeat.

Ben attention did not stay long on Mr. Bauman as Liam caught his eyes now releasing sharp blade like talons from the side of his arms showing them off for a moment as he place himself into a fighting stance now. Makoto was now full turn in her seat watching the fight completely taken in by it. She was quiet impress at how good Ben was at fighting even if he did cause some damage to the store. Now she was watching as Connonbolt took on Liam only for Connonbolt to reach down skipping a handful of bird seeds holding it out to Liam.

"Are you see this?" Makoto asked Rook as Liam lean downward ready to start peaking the seeds only for Connonbolt to engulf around him speeding away now. She could hear the alien like chicken, letting out squawks and cries as Connonbolt head towards Fistina.

She attempted to stop him by firing her large fist at him only to have his naturally armor plating deflects the blow sending it towards Rook and Makoto. Makoto let a out shock cry as the armor fist slam into her drink were as Rook simply lift up his blow of ice cream then placing it back.

"Couldn't you have saved my drink as well?" Makoto asked as she look around the area looking a couple of napkins. It was bad enough the store was being trash, Mr. Bauman didn't need to deal with a spill drink too.

"Were you not paying attention to the fight?" Rook asked pausing a moment to look at the emerald eye woman only to see her drop her head giving out sigh then.

Behind them Connobolt using a blank board to shoot up into the air then opening himself. Letting Liam fall onto Fistina while Bubble head use the time then to reach the bomb pressing in the coded password to actived the bomb now.

"Okay, boys. Let make like a tree and craters this place." Bubble head said just as the bomb begin to hum now running away from it.

The timer on the bomb flash green showing same size panels releasing a force field that surrounded it as the panels began to turn red signaling it count down. Mr. Bauman watch in horror at hearing the timer chime turning to the young hero now.

"Ben." Mr. Bauman said worriedly.

"Not a problem." Ben said running towards the bomb curling into himself once again hitting the force flied only to bounce right off of it. He tried again and again getting the same results as a other type of chime filled the air followed by a flash of green and white light.

Once the flash of colored fade away, it revealed a young man with brown short hair with bright green eyes and fair color skin. He wore a green and black shirt with the number ten on it with a pair of brown khaki pants with green and white shoes. Sailing through the air, Ben let out a shock cry just as he slam right into red force filed then sliding down to the ground now.

"Now? Really?!" Ben said bring his arm that held the omnitrix up to his face. _'As if you couldn't choice a better time to time out then now!' _thought Ben.

"Goodbye, Mr. Bauman." Bubble head called out looking over his shoulder to Ben and Mr. Bauman as he and his gang ran away from the bomb.

"Isn't this where you're friends show up and save the day?" Mr. Bauman asked looking over the the counter and at Ben who was looking up at him.

At this Rook paused in eating then look at Makoto nodding at her at this was the time for them to action. Dropping his spoon and turning around quickly, Rook moved off his seat jumping right over Ben in such a high leap it caused both Ben, Mr. Bauman and Makoto to pause and look as he removed his clock and hat now.

Shaking her head, Makoto decided it was best to be a bit less flasher then what Rook did simply removing her own disguise as she followed after him. She could hear Mr. Bauman saying something about other ones and that he was just being sarcastic. That site her just find as she ran pass Rook who had stop to change his proto-tool into a bow now shooting straight for Bubble head. Hitting right between his vents now making Bubble head fall to the ground.

She cast her energy outward feeling for those charging electrons that hanged in the air pulling them towards her. Channeling them to moved down her right arm into her fist were she held the charge and letting the small spark of electricity grown bigger and bigger till it form a decent sized circular ball now with cracks of electricity shooting outward now.

Both Liam and Fistina attempted to escape just for Liam to be hit with a ball of electricity making him squawk out as his body began to spasm randomly. Inside, Makoto cheered at seeing her power work as she had doubtful if she could even access her ability with out her transforming pen but it seemed even with her pen destroyed she could but was unsure for how long she would be able to do so or if her strength in her powers would waver over time.

She held back now allowing Rook to charge forward taking a moment to crouch down then jumping upward and forward into Fistina slamming his feet into her back sending her straight into the floor. Then using that same motion to perform a back flip perfectly as he descended downward landing right next to her. Now she turn around to face Ben just as Rook stood to his full height seeing Ben stare at them unbelievably.

"Who are you two?" Ben asked looking from the woman who had just throw a ball of lighting and alien male who had just perform acrobatic stunts that would make event the greatest Olympian gymnastics jealous.

"Rook Blonko," Rook said introducing himself to Ben.

"Makoto Kino, call me Lita." Makoto said giving Ben a small bow now.

"Magister Tennyson sent us." Rook said explaining their appearance to young brunette man.

"Grandpa?" Ben said a little shock by this new that he was getting two new partners.

During the moment the two of them were introducing themselves to Ben, Liam attempted to use this unguarded moment as a mean to capture one of them. Rising slowly behind Rook and Makoto beleiving that neither of the two notices his actions only to have a green and white proto-tech-armor first strike right into his gut now sending him onto his knees.

"We are your new partners."


	2. Chapter 2

**Disclaimer: I don't own Ben 10: Omniverse or Sailor Moon. Ben 10: Omniverse is rightly own by Man of Action. Sailor Moon is own by Naoko Takeuchi. All characters rightfully belong to their owners. I don't own nothing other then this plotline. Thank you!**

**Sidenote: I don't have a beta-reader for this so...there is a chance there will be some miss spilling and grammer error. I apologize for that. **

"Talking"

'_Thinking' _

"_Japanese."_

Chapter Two

Ben Tennyson one of Earth's greatest heroes, wieldier of the omnitrix, and savior of the universe could only stare at the two of them for just a moment, two plumbers who were to be his new partners now. His mind trying to take an this unbelievable news they had just delivered him. That Grandpa Max have sent them to him so soon after Gwen and Kevin had left for college. But shock was soon replaced by disbelief with a hint of anger as he shook his head letting his brown hair sweep around him.

"My new…I don't want to new partners! No offense, but I'm Ben Tennyson." said Ben trying to convinced the two of them he was capable working by himself. Perhaps by doing so he won't have to deal with them.

"Yes, we know. It a honor to be working with you, sir." Rook said bowing his head to the younger man now while Makoto on the other hand could see that Ben wasn't please at all with the news.

"We didn't mean to offen you. But your grandpa thought this was best course of action and a way for us to get experience in handling aliens." Makoto said trying to appeal to the brown hair man.

"Hello, wielder of the omnitrix see? I saved the universe like a billion times." Ben said bring up his right arm now showing them the omnitrix to them.

"I am well aware. It is required study at the Plumbers academy." Rook said who seemed unfazed by Ben attitude.

"Really? I didn't know that." Makoto said getting Rook and Ben to look at her.

"Did you not go to the Plumbers academy?" Rook asked a little surprised to hear this as Ben look quiet please with this new about him.

"I…must have been sick that day." Makoto said quickly as a moment of anxiety came over her. She could not have Rook or Ben finding out she wasn't a full fledged plumber at lest not yet.

"Oh, that make sense. If you want I can go over the chapter with you." Rook offered.

"Yeah, sure." Makoto said just a Ben spoke up.

"Hey, wait. There a whole class about me?" Ben asked excitedly at the news.

"Chapter in a half." Rook answered truthfully only to see Ben crestfallen look.

"Wow, really sure of yourself." Makoto said bringing up her arms to her chest crossing them.

"Thanks. But besides that, I was kind looking forward to being on my own now. You guys understand, right? I have things under control here." Ben said moving his arms outward showing that things were under control.

"If this is your definition of things under your control. I hate to see what the opposite looks like." Makoto said looking at all the damage that had been done to Mr. Bowman store.

"Hey!" Ben said little offended by the emerald green eye woman just as one of lights hanger broke falling to the ground now glass shattering covering the floor.

"Our mistake. We thought you did not. We waited to see if you need our assistance." Rook said apologizing for his and Makoto actions.

"Don't apologize! If we had jump in when we did, I will to bet my proto-tool here everything in this entire store along with us would have been below to bits." said Makoto finding herself becoming irritated at Ben attitude.

Just as Ben open his mouth to reply one of his sarcastic comments; when Fistina and Lima tried to run away from the group. Ben spotted the two making their escape knowing that he would need a bit of help.

"Don't stop now. Not while the omnitrix is timed out." Ben said once again showing his omnitrix to them.

"Make up you mind, will you!" snap Makoto as Rook proto-tool transformed firing a missile at the two escaping criminals, trapping them in a net hearing the squawking and groans coming now for the trap criminals.

"I just did! Well for the moment anyway, besides I bet anybody could do that if they had one of those thing…" Ben said shrugging at Rook actions as if they were nothing.

"_Cocky bastard._" Makoto said ensuring to speak in Japanese rather then English at first then switching back, "It called proto-tool."

"And it the most versatile tech in the know universe. I've made some special modifications myself. It's…" Rook said beginning to explain how the proto-tool work taking pride about the modifications he did till Ben spoke up.

"Dose it have a mute button?" Ben asked trying to get Rook to be quite.

"Sir?" Rook asked puzzled as to why his one of his partners with ask such a question.

"That it!" Makoto said having grown tired of Ben attitude.

Even if he has saved the universe a billion times from whatever threats. She had done the same thing for the universe saving it from Galactrica and her minions but also from Dark Kingdom it's Queen Beryl, The Makaiju(Hell Tree) and it children Ali and En only to have the Black Moon clan and The Wise man to come in following with the Death Busters with their leaders Professor Tome, Kaolinite, Mistress 9 and Pharaoh 90 up to the Dead Moon Circus with Queen Nehelenia and Zirconia afterward keeping the earth safe till now since she was fourteen. It didn't give him any right to treat the two of them as if they were newbie even if Rook was one without giving them a real chance to prove themselves.

'Maybe a little shock in the ass will change his mind.' thought Makoto collecting the electrode particles into her hand planning to shoot it straight at Ben now. Just to have the omnitrix beep on her making release what electricity she had gathered as Ben grid at the sound now bring his right arm up.

"Yes! Thanks for the help, guys. But I got this now." Ben said pressing the omnitrix turning the dial to the alien form of his choice then hitting omnitrix causing a green and white light to flash.

Rook and Makoto watch as Ben human body changed from that of a normal teenage boy into a multicolored logo body that hunched over. It green eyes glancing over it body now in surprise and awe at the possibilities this new alien form had.

"Whoa, who this guy?" Ben asked turning his attention back to the force field covered on now. Bringing up his fists then slamming them against the force field only for his fists to shatter at the touch, "I did not see that coming."

"Hey, Rook, Lita. Tag out!" Blox called out to them watching as Makoto began to walk over to him while Rook stayed in place confused by what Ben had meant, " It means 'switch places' get over here and disable this force field for me. I'll deal with those guys."

"I'll be truthful. I don't anything about disabling bombs." Makoto said staring at the force field as Rook knee down onto one knee.

"Give me a moment." Rook said his eyes going over the bomb and the force field. Focusing his entire attention onto the bomb itself.

Rook could hear in the back ground clipping sounds mixing with stacking one's along with the sounded squawking indicating that one of criminals was struggling against the net. He knew Ben could handle them as he tried to figure out the wavelength of the force field as Makoto stood by. The sound of gun fire didn't distract him nor did Blox voice calling out to him.

"How's it coming?" Blox asked Rook seeing how close the violet colored alien was to the bomb while auburn hair woman was just a few feet away, "What are you, guys waiting for? Use those techno-thingy."

"Proto-tool." Rook said taking raising his proto-tool as he stood up transforming it.

"As I told Rook. I don't know the first thing about disabling bombs, especially alien ones." Makoto said bring her hands up as means to show she could do nothing.

"And you call yourself a plumber." Blox said shaking his head at her sadly.

"And former sailor senshi." Makoto whisper but mostly to herself speaking up then, "Said the guy who call himself earth greatest hero."

"No, what are you doing?!" Mr. Bowman asked cutting off Makoto and Blox before they could go on with their verbal fighting focusing their attention from each other onto Rook now.

Rook reach into one of the many pocket holder on his proto-armor pulling out a missile attaching it to end of proto-tool. He wasted no time in firing the missile to the store wall, creating a large gap. At the food counter Mr. Bowman laid his head down in total defeat with his arms over his head.

"Why did you do that?!" Makoto asked a little shock and angry at him.

"The shield fluctuation uses a b'karyix algorithm. I can't break the code in time. We need to detonate it away from the populace." Rook said explain to both Ben and Makoto his actions and his plan to get rid of the bomb now.

"Speak English!" said Ben and Makoto at the same time pausing just a moment to glare a one other.

"Help me move it outside." Rook said add a tone of urgency to bring their attention back on him.

It work, Blox retracted himself from around the gang quickly running over to Rook and the bomb now. Showing that the three gang members were now free and able to run away. Makoto moved herself in between Blox and Rook as Blox grabbed hold of the bomb lifting it up from the ground racing towards the hole in the wall with Rook following after him.

"I'll handle these guys. You two just take care of that bomb." Makoto said to Blox and Rook paused in their running seeing she wasn't following them.

"Be careful." Rook said a little concern for her having a witness that strange phenomena earlier.

"The girl can shot lighting. I'm pretty sure she can handle herself." Blox said sounding sure yet inside he wasn't.

"Just go!" Makoto said turning her full attention on to Bubble head, Fistina and Lima now.

Once Rook and Blox were out of the store, Makoto turn her full attention on to the three aliens. Both Bubble head and Fistina were smiling at her seemly to think she will be an easy target to bring down while Lima was backing up slowly remembering the punch she had delivered to his stomach.

'Can't face them all together. So…' Makoto smirk bring up her right and left arms now making the three alien tense up waiting for the lightning to strike them. But it wasn't lightning struck them but a hurricane of flower petals.

"Argh! What is this?" Bubble head asked as his helmet was covered in pink rose petals. Bringing up his clawed hands to his helmet in an attempt to wipe away the petals.

It did him no good as sudden force to his stomach send him flying back hitting the ground and bouncing off at least three times. Next him was Lima who let out a frightening cry as a foot collided with his head send him straight to the floor. Fistina backed away at least trying to determine which direction the auburn hair woman was coming from. A strangled cry came out of her lips as she was suddenly lifted off the ground.

Her eyes looked down to see the plumber woman grinning up at her for just a moment. Then tossing her straight towards Bubble head landing right on top of him making the both of them groan out in pain. Just a few minutes later the flower petals dispersed showing Makoto standing right in the middle grinning out of three of them.

"Hmm… I guess you guys weren't tough enough to handle me." Makoto said cracking her knuckles now as she walk up to Lima now taking a fist full of his feathers raising him up to look into his eyes.

"M…m…mercy,…p…p..please?" Lima beg her as his eyes widen at seeing how close she was to him.

"You guys weren't about to give mercy to Mr. Bowman over there." Makoto said pointing at the store owner now.

"We're sorry! We won't do it again!" Lima said begging for his freedom.

"You might be sorry but I don't…" Makoto start saying but was caught off as a throbbing pain shot through her chest causing her to release her hold on him.

She backed away falling to her knees as her hands rose to her chest as pain continued to surge through her body. 'Why is this happing?' thought Makoto gasping out in pain feeling sweat beginning to build on her forehead as she curl herself into a ball. Paralyzed by the pain she could only watch as Bubble head push Fistina off him with the two of them moving to stand up.

Lima look first at Bubble head then at her wondering for a moment what to do. But Bubble head made the decision for him by taking hold of his arm leading him away from her. Makoto could only watch as the three of them raced over to where Blox and Rook were.

"Damn it." Makoto said trying to raise herself up only to fall down.

She tried to fight against the pain as she stood up slowly gritting her teeth together when jolts of pain threaten to overwhelm her. Taking a step at a time ignore the pain in her chest. Slowly she made her way to the crater in the wall seeing Bubble head, Lima and Fistina line up just behind Blox and Rook bringing out there laser guns firing at the two of them now.

"Watch out!" Makoto cried out trying to warn the both of them but was cut off as gasping pain force her onto her knees again.

Eitehr Rook had heard her or it was nothing more then him sensing the on coming danger, Rook used his proto-tool to block two of the firing shots at them sending them back to their owners now hitting Lima and Bubble head with Fistina stepping some feet away from the two.

"I got it!" said Blox stretched himself out with his arms rising upwards cupping his hands together forming a meshwork. Only for the bomb to break through it, falling to the ground, "I don't got it."

Quickly Blox pushed Rook out of the way as he transformed his body into a catapult slipping the top half of the catapult under the bomb then launching it into the empty building across Mr. Bowman store. The bomb shatter the glass window as Blox and Rook run away.

"Three…two…" Rook said counting down to the explosion.

Just as Rook was about to say one the bomb went off sending fragments of rock, metal and wood outward as the explosive energy expanded outward in a flash of red-orange fire burning through the building causing pillars of smoke to rise upwards. As quickly as the explosion had come. It vanished just as quickly leaving nothing but a large crater with gray smoking coming out.

Once the rumbling thunder of the explosion faded away, allowing a beeping sound to be heard along with the logo sounds of Blox shifting his body from a dome shelled into his humanoid figure.

"You okay?" Ben asked looking up at Rook trying to see if Revonnah had gain any type of injury.

"Proto-tech armor. Very nice of you to try to save me, though. Thanks, partner." Rook said bring up a fist bumping against Ben shoulder to show his appreciation.

"Don't mention it. By the way, were is Lita? Didn't she said she would handle these guys?" Ben asked wondering where his other new partner was and how she could have let those three go.

"Oh, no." Rook said his eyes widening as he rushed past Bubble head and comrades who had been knock down the ground by the explosion.

Ben wasn't sure what got Rook so worried but he followed after the Revonnah to see Makoto kneeling on the ground clutching her chest as her body shook in pain. Rook was immediately by her side helping her up just as Ben come up to them. Both of them to see sweat building on her face as she took deep breaths of air.

"What wrong?" Ben asked immediately his green eyes going over her body believing she had been injured.

"It…agh…nothing. It'll pass…" Makoto said, trying to reassure them.

"I'm calling Plumbers headquarters. In this condition, you are not fit to be in active duty." Rook said reaching for his plumber badge as she would need help in being escorted back to headquarters.

"No, I'm fine! Trust me on this." Makoto said pulling herself away from him as Ben frown at her.

"Rook is right. If your not up to this, you shouldn't be here." Ben said trying to reason with her. 'And they call me stubborn.' thought Ben watching her shake her head at the both of them.

"I'm fine. Plus we can let those guys get away now, can we?" Makoto asked pointing the escaping aliens.

"What?! Aw, man." Ben said turning his head just to see all three of them heading for the crater chasing after them now.

"Wait, Ben. We can not just leave Lita here." Rook said raising a hand to stop the green eye man.

Ben skidded to a stop groaning as he heard Rook turning around frowning a bit at seeing how pale Makoto was now. Seeing the concerned look Ben was giving her and the watchful eye of Rook. She took in a deep breath forcing herself to stand up straight.

"I'm okay now. If this happen again, I'll warn you two, okay?" Makoto said giving the both of them a smile now hoping they would believe her.

"Fine, but the first sign of trouble. You tell us, deal?" Ben said raising up his hand to her.

She stared at his hands for a moment before bringing up her own hand, sealing the deal between them. Rook smile at the action between the two of them perhaps what problem was about to rise between the two of them was settled now.

"Sir, we should get going. Any longer and we could lose them." Rook said placing both of his hands on Ben and Makoto shoulder now.

"Just call me Ben, dude." Ben said sighing having grown tried of being called sir.

"Very well, Ben dude." Rook said trying out the name causing Makoto to laugh a little.

With things settled between them for now the three of them headed over to the crater. Running down it using the heels of their feet to glide down the dirt crater to the bottom of the pit now. Running across circle of the crater toward what it'd be a hole at the bottom of it; jumping from one rock to other as they followed after gang coming to a tunnel opening it leading them down further under the earth surface.

"No way." Ben said in surprise as he came to the end of the tunnel seeing a whole community that had been lying under any abandoned building.

At that point Rook and Makoto raced past him not stopping in their running. With a determined look on his face Ben followed after the two of them. Obviously, they knew what they were doing and how to navigate through this underground community. They could see Lima jumping from building top to building top with Bubble head following his lead. Following just under them Ben, Rook and Makoto worked quickly catching up to them.

"There's a whole city of alien down here!" Ben said completely a taken back by this. Wondering how he could have lived in Bellwood all this time and had not know about a city of alien just underneath his hometown.

"You sound surprise, Ben dude." Rook said as he raced along one of the many Undertown streets.

"A whole _secret _city!" Ben said trying to get his point across.

"It not so strange, Tokyo has one as well. And a lot bigger then this one. Beside, the aliens have to live somewhere, don't they?" Makoto said as she race along Ben left side.

"Come, partners. We must catch those lowlifes who have wrecked Bowman's store." Rook said putting on some extra speed.

"Yeah, Rook. About that whole partner thing. Don't get your hope up." Ben said still a little displease by the news of gaining two new partners. 'What will it take to get them to realized I don't want new partners?' thought Ben still holding on to the fact his partners were his cousin Gwen and her boyfriend Kevin.

"Again with that? Never mind, we can deal with that later." Makoto said naively following after Rook and Ben.

Rook had scaled upward onto one of the many houses to followed after Lima as she and Ben stayed to the ground. Somewhere along the way Ben and herself began to chase after the alien like chicken along with Bubble head as Rook went after robotic wearing suit female. Splitting away from Ben; Makoto jump down from the roof going after alien like lizard.

It was like a game of cat and mouse every time a seem she came close to catching him. He would make a sharp turn or jumping up the building walls climbing them in a attempt to lose her. She followed very closely yet was still having trouble catching up to him. Growling, Makoto skidded to a halt grabbing her own proto-tool bring the butt end of it to her shoulder.

"I got you in my sights now." Makoto said as she lock onto her target now pulling the trigger releasing a beam of orange laser energy.

Her shot fired true only for Bubble head to turned away at the last second hitting a building wall instead. A red bumping head with large tusk coming out of black lip mouth come into view as yellow eyes look at the hole that had appeared in it wall. It eyes then look on to her and her proto-tool letting out a threatening growl is it put two and two together.

"It wasn't me! It was…" Makoto said quickly hiding her proto-tool behind her back as her eyes glancing around only to see she was by herself causing her to laugh nervously, "Um…send me the bill?"

Not wanting to stick around and possibly deal with a very angry alien, right now. She quickly resumed her chase of Bubble head ignoring the angry shouts that came from the red color alien now. Lucky she located Bubble head following him into a building charging through many rooms and hallways. One turn lead them into a deadened hallway with now chance of Bubble head escaping now.

Only to be proven wrong as Bubble head charge himself straight to into the wall busting through it causing debris to scatter all over.

"Idiot! Just because your criminal doesn't give you the right to crush throw people's homes!" Makoto shouted out rising a fist at him even if he couldn't see it, "Just wait and till I get my hands on you!"

Just a second later Fistina land just some feet away from her leader following after him with Lima crushing through the top building following after them as well. Makoto come out into the tracks almost colliding with Ben as they continued to chase after the three gang members giving a slight look to one other.

"XLR8 can catch those scuzzbuckets." Ben said flipping the dial on the omnitrix pressing down on it now. Only for him to change into NRG now making sink his heels into the ground. The sudden motion made he fall forward catching himself, "Ugh! NRG? Really?"

"I guessing this isn't XLR8." Makoto said coming to a stop at seeing the oven like suit using this moment to catch her breath.

"No, this is NRG." Ben explained to her split out some magma, "Why can't I ever get the alien I want?"

Makoto shrug, "You're the wieldier. You tell me."

"What happen?" Rook asked getting the two of them to turn their heads just as he come up to them.

"New omnitrix. I'm still learning the controls." NRG said bring up his hands to show Rook.

"Allow me." Rook said removing his proto-tool from his shoulder taking aim on Lima then firing it.

Lima let out a squawking noise as the energy being hit in forcing him into the ground. Rolling a couple of feet away, coming to a still as he landed on his front. Before him could do anything cracks of energy being circled around him, forcing his arms behind his back, holding him in place as a small orb hovered above him.

"Nice going, Rook." NRG said placing a hand on Rook shoulder as he congratulated him for just a moment then as if realizing what he's doing NRG pulled his hand away, " Eh…for a newbie, I mean. At lest you showing to be a better Plumber then Lita here."

"Come here, Ben. Let me show you just how good a Plumber am I." said Makoto growling at him her hands turning into fists now.

"Lita, I'm sure Ben did not mean anything by it." Rook said placing his proto-tool back onto his shoulder only for Makoto to started speaking in her native language.

NRG ignored her and Rook as he walk up to Lima, " Now talk! Who is behind these aliens shakedowns?"

"B…b…b…behind you!" Lima said black eyes growing widen looking past them trying to warn NRG, Rook and Makoto of the coming danger.

"Even I wouldn't fall for that, and this is my first day on earth." said Rook coming up along side NRG.

"You guys, sure about that?" Makoto said stepping back a little as lights beginning to brighten the tunnel.

"Ugh…" NRG said turning around to see a train heading down the tracks now.

"Lita, Rook, quick!" NRG said hurrily as he and Makoto grad Lima by the shoulders as Rook removed the orb that hovered above him.

Both NRG and Makoto toss Lima a side just a train crashed first into NRG followed Makoto then Rook. Needless to say the three of them were quiet shock and stun for some time but relieved to see they were still alive chalking it up to NRG armor that had protected them from the impact.

Even as the train pushed them, NRG had his hands around the front end of the train digging his feet into the ground trying to slow down the vehicle. The driver of the train gasp as he look at them in disbelief first then astounded by the fact that there were three beings in front of his vehicle were in fact still alive.

"Hey! You took out my breaks!" The driver said pressing his foot down on the break petal.

"When you run us over!" NRG argue back to the driver.

"Now is not the time for this!" Makoto shouted out holding on tight to NRG armor as Rook did the same.

The train continue onward passing through the tunnel coming to the exit booming into Undertown. Disturbing the peace along with trashing some of the residents booths, stands and compartments causing what aliens that have been peacefully going about their business to scream and run, taking cover as the out-of-control train came barging in the market. Finally coming to a stop tossing off the three of them with NRG falling straight to the ground with Rook using his feet and hand to slow down his momentum with Makoto using her proto-tool to digging into the ground as way to control the momentum.

Once they came to a stop now, the driver grabbed his receiver and begin to speak into it, "Undertown market, connect to the sewer line, Brownfield tunnels and the ferry to sunken tanks."

Hissing sound was heard as the train vehicle open allowing its passengers to disembark with many of them grumbling and complaining about the ride with some even swearing never to take it again. Not even bothered by the complaints. The driver of the vehicle began to speak once again into the PA.

"Next stop…Gaseous gardens." said the driver activating his vehicle as he closed the door as it vol mood system activated before speeding away.

"Hey! You don't have breaks!" Rook shouted out to the driver who continued onward.

"It'll come to him." Ben said having change back into his normal human body.

"Hopefully soon." Makoto said placing her proto-tool back on to her shoulder now coming over to both of them just as Ben and Rook turn around.

"I can't believe this. Come on, let's look around." Ben said eagerly walking towards the market now.

The three of them began walking down one of footpath looking at all the strange alien tech, items and food that were being shown off, yet not really buying anything. Pausing form time to time to get a better look at some of the stuff they were selling. Ben and Makoto were fine with look at the different items and tech being sold but Rook could see that they need to get back to work and quickly if they were to catch Bubble head and his gang.

"I know I'm the new guy, Ben dude." Rook began to say as Ben grabbed hold of a half circular glass placing it over his head.

"Dude, call…me…Ben…" Ben said through the glass helm placing it back onto the shelf here gone from as Rook become quiet before speaking.

"Ben…shouldn't…we…go…" Rook said following Ben speak habit.

"Rook, you know you don't have to speak like that." Makoto said stopping the Revonnah in mid-sentence, "Just speak like you normal would."

"She is right about that. You don't have to speak the way I do." Ben said crossing his arms over his chest.

"Okay, then. I'll just speak as I normal would." Rook said giving the two of them a small smile.

"Anyway, how long do you suppose there's been a Undertown?" Ben asked Rook and Makoto.

"Properly since earth became a open system." Rook said crossing his arms over his chest as he look up the to Undertown roof his face scrunching in concentration.

"Your guess is as good as mine." Makoto said brining up her arms placing her hands behind her head now as she relax her stance.

"But that is besides the point. Ben…" Rook started to say just as Ben cut him off.

"I know, You're about to say something official and plumbery." Ben said simply he could tell that Rook was going to be the by the book attitude were as Makoto to be something between the middle. Both of them fell into step with Rook at Ben right and Makoto on his left side.

"Yes. Ben!" Rook said trying to get omnitrix wielder to listen to him though the task itself was seeming impossible. But he wasn't about to give up just yet.

Makoto stayed silent watching as Rook tried to get Ben to listen to him or at lest a knowledge him but the brunette hair human was just fine with letting Rook talk as he continued his window shopping.

"Ben," Makoto spoke up now seeing if she could get his attention but like with Rook he ignored her causing her to sigh deeply, "Okay, I get it. You don't want new partners. I understand that, I had to leave my old partners back home when I came here. The lest you could do is give Rook and me a chance before writing us off."

Ben stop so suddenly Rook almost crashed into him quickly stepping aside as Ben turn around his green eyes darkening as anger and irate filled his body. What right did she have to say she understood what he was going through? She left her partners willing! Probably didn't even thinking about how they felt about her leaving them when she came here to Bellwood. How they would have to deal with being alone and isolated from others who couldn't possibly understand what it was like to constantly save the universe while fighting villains who aim was to take the omnitrix.

"Don't!" Ben hiss out grading his teeth as his fists clench at his side, " Don't you dare say you understand how I feel when you just meet me. When you're the one who abandoned them and not the other way around!"

"Abandoned?" Makoto said her emerald green eyes narrowing at Ben choice of word even as Ben walk up to her coming face to face even if he was just a couple of inches shorter then her.

Rook watch the interaction between these two debating whether or not he should step in. Human emotions were foreign to him and he wasn't sure exactly what to make connection between the two brunettes. One moment it seemed Ben and Makoto could seemed to be getting along with each other then less than a second later the two were arguing and fighting with one another. Yet seeing Ben so close to Makoto looking ready to get into a actual fight with her. Rook quickly came in between the two of them placing his hand on Ben chest in a attempt to push pre-adult human male away.

Feeling a faint pressure on his chest, Ben slap Rook hand away turning away from him and her with his back facing them now. A tense silence filled the air around them neither of them moving or saying anything unsure what to do now. The silence was only broken by a deep shouting voice just some few feet from where they were just standing now.

"Tentacles on a stick. So fresh, they grab you." shouted a alien like bunny holding up two green and deep shade pink tentacles.

The once tense silence was shatter as Ben stomach let out a loud growling noise having it owner look at the tentacles base food who seemed to be dismay by the idea of eating it yet so desperate he shoved the thoughts a way.

"I'm finally that hungry." Ben said breaking away from Rook and Makoto walking over to the alien bunny and his booth, "Give me one of those."

"With suckers? Without suckers?" The alien bunny asked as Ben swallowed having a dread look on his face but answer.

"With." Ben said reaching into his pocket now for the money.

Rook seeing a opportunity to speak with a resident of Undertown but his elbow was incase by some fingers stopping him form moving forward. He glance over his shoulder to see Makoto standing just behind him. There was a look in her eyes he couldn't identify but it seemed kin to feeling of understanding.

"Is something wrong?" Rook asked concerned.

"What do you know of his previous partners?" Makoto asked wondering about Ben and his previous partners.

"I'm afraid I do not have much information about them. Only that their names were Gwen Tennyson and Kevin Levin." Rook said then asked, "Why do you want to know?"

"Ah, no reason." Makoto said letting go of Rook arm now allowing him to proceed just as Ben paid for his food.

"Excuse me. We're plumbers working a case. Did you see a croup of bipedal lowlifes run through here, one cyanic?" Rook asked showing his plumber badge.

"What? No. I don't know nothing. I don't see nothing." said the alien bunny dropping the tentacles on a stick as he jump off his stand as moved the head of vehicle showing his fur cover hand to Rook.

Closing his shop, he turn on his moving booth when a foot collided with the shield of his window. His cyber eyes lock onto Makoto as she force the vehicle down with her foot glaring down at the pink alien bunny.

"I believe my partner was asking you a question." said Makoto giving the bunny alien a sinister look now. As if daring him to try and run away now.

Glancing at her first then back a other two plumbers then back at her again swallowing deeply coming to the conclusion that he was trapped.

"Look, I'm telling you guys the truth! I don't know nothing, I don't see nothing!" He said hastily looking back at Ben and Rook now for help fearing the auburn hair woman more then anything right now.

"Let him go, Lita. He is telling the truth." said Rook motioning to her to step a side. Nodding, she lowered her foot as she stepped aside allowing the alien Bunny to speed away from them grumbling under his breath about red spotted Plumbers.

"Hey, wait! What about my tentacle on a stick?!" Ben shouted afterward the Bunny only for the alien to yelled out he did know anything about tentacle on a stick.

"Why'd do you have to go and show you badge? And you! Couldn't you have hold him a bit longer just till I got my tentacle?" Ben asked vex by the fact he didn't get his tentacle on a stick making his stomach rumbled at the lost of food.

Ben and Rook watch in confusion as Makoto suddenly began to laugh slowly at first as she tried to conceal her laughter that turn into a giggle then into full blown laughter now. It took Ben a couple of minutes to realize what he just said and how it sounded turning his face a deep red now.

"I didn't mean it like that!" Ben said embarrassedly as she bent over holding her stomach as she continued to laugh.

"I do not understand. What is so funny?" Rook asked frowning a little wondering what Ben had said that would caused Makoto to laugh so hard.

"I'll explain to you later." Makoto said finally getting herself under control now wiping a way a tear from her eye.

"You will not!" Ben shouted horrified at the idea only to have Makoto start laughing again.

"I still don't understand." Rook said to the two of them still trying to figure out what could possible funny.

"It nothing, trust me. Just forget about it." Ben said sighing as he began to walk way, "This is what I get for skipping breakfast."

"You know, this is my first time away from home. When I firs become a Plumber, I was assigned to my home planet, Revonnah. The most exciting thing to do there is keep rodents out of the grain silos." said Rook starting up a conversation in hope to learn more about Ben and Makoto.

"You learn to fight like that protecting alien wheat?" said Ben in wonder at hearing this thinking how fighting rodents could get one so experience in fighting.

"On Revonnah, the rodents run fairly large." said Rook raising his hand as he explain.

"Remind me to never take a holiday trip to Revonnah." said Makoto shivering at the thought of meeting giant alien rodents.

"What about you, Lita? Why leave Tokyo to come all the why here to Bellwood? I can see you're no ordinary girl." Ben asked figuring at lest he should know something about her.

"I had some problems back home that cause me to leave. So my stay here is just temporary till things are sorted out. As for what you saw earlier, it mostly do to my alien heritage. I'm only half human." Makoto said keeping tight lip about what had happen to her back home for now at lest.

"You don't look like an alien." said Ben seeing how completely human she look like.

"For now, I do. But that will change in a couple of years…I'll still look very human just a little different." Makoto explained to him or at lest remembering what Setsuna the senshi of Pluto had told her. That as she grew older her human half would slowly die off allowing her jovian heritage would take over.

"May I ask what alien race you come from?" Rook asked becoming curious of her alien heritage.

"Have either of you ever hear of the Jovians race?" Makoto asked not sure if any aliens race would remember anything about the Silver Millennium.

"Don't think so." said Ben quiet sure as he had come across many alien life forms.

"I have but it is said they die out eons ago along with the other races of this galaxy systems expect for earth." Rook said recalling the history of Silver Millennium and the galaxy war that had brought it to a end.

"Jovians and the others aren't extinct. They had just been placed in suspended animation for the time being. Just till the time is right." Makoto said recalling how Setsuna said that their people and planet were in a way sleeping till Neo Queen Serenity and her guardians awaken them.

"What do you mean till the time is right? And if they are a sleep, why aren't you in this suspended sleep?" Ben asked curiously.

"I do believe we are getting off track here. Don't we still have some criminals to locate?" Makoto said changing the subject.

Ben glance at Rook who seemed puzzled by Makoto changing the subject and so quickly. It was obviously she didn't want to answer his question for whatever reason. Getting the feeling they should let it go for now. Hanging back a bit Ben let Makoto get a head of him and Rook so that he could have a chance to speak with him.

"What was that about?" Ben asked Rook wondering if he could shade some light on this sudden mood change.

"I do not know. I have only just meet her today and my knowledge about her is limited." said Rook trying to recall any information he had learn about her the past few hours.

"Guys, we need to be doing our job here." Makoto said as she called over her shoulder to him.

"Relax. Pretty soon the big bad will say…" Ben said lowering his voice now, " Ben Tennyson here to ruin my plan? Then your lowlife will come looking for us."

As Ben explain this to them Rook walk over to a alien bug who was hold what look like a balloon. Makoto seemed content with walking on only to stop from time to time to look over stuff. Seeing this Ben was tempted to roll his eyes at them but figure he could try and find something to eat; figuring that had to be something here he could chow down on here.

"Knock yourselves out." Ben said though he was sure either of them heard him.

He could to walk along mindless kicking a soda can that laid in his path. Coming a across a mother Kineceleran mother and her daughter with her daughter holding a brown paper bag as she walk up to the other Kineceleran.

"Mommy, I got a bloody nose!" said the little Kineceleran holding up the brown paper bag to her mother licking her lips.

Her mother turn to look at her daughter seeing the wet bag, "Well did you expect me to cook it here?"

She asked as she took the bag from her daughter hand now holding it up. Ben look at the brown lunch bag for a moment feeling his hunger awaken again making his stomach growl once again.

Placing a hand on his stomach as he look down at it, "Okay, if that's making me hungry…"

"Get your protozoan smoothies!"

"Smoothies?" Ben said coming excited by the new of his favorite drink. Spotting the booth were the shouting was coming form now hurrying over to it in hope to get himself a smoothie.

He hope die a little as an alien came before him to the booth buying for a smoothie only to see the alien that was selling smoothie to began hawking then spiting out a large bubble-like liquid placing a bending straw in it before pass it over to his customer. He could feel bile rising up his throat but forced it back as appalled look came to him but he was determined to find something to eat.

"There you are, sir." said the alien thanking his customer who began to drink his smoothie.

"Is that safe to eat. For me, I mean." Ben asked wanting to be sure he wouldn't die from eating it first.

"Listen, ape…." said the bug like alien highly offended by the question.

Before he could answer or say anything to Ben a loud roaring sounded through Undertown followed by a loud crashing sound with gray dust filled the end of the street as broken wood flew about. The aliens who had paused to see what was happing began to scream as a large bug lizard snarl at them opening it mouth now revealing long sharp teeth as it roared at them. Racing down the street jumping on to stands that shatter under it weight before jumping across a other one staring right at Ben for just a moment before spring over to were brunette hair man was standing.

"Do I know you?" Ben asked little unsettled as the creature came up to him roaring in his face now leaping at him with all it teeth and claws bared at him now.


	3. Chapter 3

**Disclaimer: I don't own Ben 10: Omniverse or Sailor Moon. Ben 10: Omniverse is rightly own by Man of Action. Sailor Moon is own by Naoko Takeuchi. All characters rightfully belong to their owners. I don't own nothing other then this plotline. Thank you!**

"Talking"

'_Thinking' _

"_Japanese."_

Chapter Three

As the roaring ringed in his ears, Ben first reaction was to jump to the side, dodging the attack but just as his knees bent readying his legs for the jump. The strange mutated white, black and red colored lizard with it sharp teethes vanished from his very eyes. His light green eyes quickly looking for the lizard only to see Makoto holding the end of the lizard tail swinging it around and around.

"Pick on someone your own size!" Makoto grunt out as she spun around then letting go of the lizard sending it flying some were way from Ben and herself now.

"Ben! Lita!" shouted Rook running over to his two partners, "Are the two of you all right?"

"Yeah, just peachy." Makoto said before looking over to see Ben.

"How did you that!? You lifted that thing right off it's feet!" Ben said completely taken aback by what he just saw.

"Oh, yeah that. I forget to mention. Jovians not only control lighting but we are _really _strong." Makoto said making it sound as if wasn't a big deal just not seeing the scared looks that Ben and Rook had.

Before Ben and Rook could say anything else on the matter they held back on any questions as a roaring rampaging lizard came charging at them. Snarling as it dirty covered saliva drip down its jaws, claw feet digging into the ground giving it extra speed. Rook quickly placed himself into a defensive stand grabbing his proto-tool as Makoto rose her arms up placing her left foot back using her right foot as holding. Ben on the other hand had a taut yet firmness stance bringing up his right hand activating the omnitrix.

"I got this!" Ben shouted to the two of them as green and white light flash changing him into highly durable armored exoskeleton red crustacean like alien now, "Waterhazard? Really!? Just once would it kill you to give me Humungousaur?"

"Ben!" shouted Rook and Makoto as Ben was tackled tto the ground with the spike lizard on top of him.

The lizard didn't stay on top of him to long as a water hit it under belly shooting it off of Waterhazard armored exoskeleton now. Sending it into the air for what just seemed a mere seconds before it land on the ground first on it back rolling on it belly then. Letting out an angry roar to Waterhazard first then hissing it displeasure of pain. It red eyes lock onto him for a moment with Waterhazard doing the same thing and tend to see who would make the second moved. It was neither of them as Rook moved forward then removing his proto-tool form his back changing it into gun mode.

"Allow me." Rook said placing the end of the end right up against his shoulder hearing the proto-tool hmmm to life now.

"I got this!" Waterhazard said using his left arm to stop Rook from shooting even as the lizard hiss at the two of them.

"You sure about that? There is no harm in asking for help." Makoto said just to have Ben wave at her.

"I said I got this!" Waterhazard said getting slight annoyed with them.

He brought up both of his palms now shooting out blast of waters towards the lizard now only for it evade it by jumping side. Repeating the same process again when Waterhazard shot at a second time racing towards him now. Once close enough he jump towards Waterhazard landing right on top of the red crustacean alien now. Waterhazard groan as the creatures heavyweight laid on him knocking the very breath out of him.

As suddenly as the weight was on top of him. It disappeared a moment later giving him the chance to staggered to his feet. His yellow four eyes could see Rook and Makoto watching him a bit seeing a some worry and doubt. To show he could handle this his charged after the creature.

"Maybe we should help." Makoto said watching Waterhazard and the lizard fight.

"Ben said he got this." Rook said only to wince a moment later.

"I don't think he got this." Makoto said closing her eyes at the hit Waterhazard just received.

The alien creature was now on top of Waterhazard seemly holding him down as it tried to bite him. It was only thanks to skill and luck that Waterhazard was to far for under the creature to sink it fangs into him. With one arm around the slender body and the other gripping it claw foot, Waterhazard look to his partners who stood there watching him.

"Why are you two just standing there?" Waterhazard asked as if he had expected them to jump into the fight at any moment now.

"You 'got this'" Rook explained to Waterhazard looking unsure on what to do remembering Waterhazard had just said.

"No. It's cool. Interfere!" Waterhazard said just as his head was slam into the floor.

"You heard him. Interfere." Makoto said stepping back as Rook give a please smile at being ask for help. _'He a better shooter then me.' _thought Makoto watching him now.

The Revonnhanger held his proto-tool up in the air now steadying his arms as he force his sight on to the alien lizard now. His arms moved a little need the movement to adjust himself.

"Hold still." Rook said just as the lizard claw foot came down on Waterhazard free arm successfully pinning him down to the ground.

"Rook," Makoto said seeing how long it was taking Rook to fire.

Her doubts about weather or not Rook would be able to save Waterhazard was erased from her mind as he fire a single shot to the creature. What look like a arrow head slip into now with a orange energy line between the two points wrapping around the creature jaw closing it. Waterhazard took that opportunity to shove the alien lizard off him raising to his feet quickly now turning around to see Rook and Makoto coming up to his side.

"Nice shot." Waterhazard said giving recognition to Rook now.

"It isn't over yet. That lizard is still on it legs." Makoto said point to the lizard as it clawed at it face now.

"Ben, douse it with water. Lita, give it the most powerful electrical shock you can give." Rook said forming a plan.

Waterhazard nodded shooting out a strong stream of water to the multicolored lizard as Makoto gathered up electrical energy around her arms charges them and holding on to them. She could feel the surges of energy racing up and down her arms fighting against her control over them ready to lash out now.

The creature itself was momentarily stunned for the sudden force of water hitting it side now making it fall to the ground as water spread itself over it body. Rook shouted at Makoto to let lose of her electrical powers watching as a massive of lighting shot straight towards the alien lizard making it roar and scream in pain as shocking pain raced throughout its body.

It whether it around in the water pool before jumping away still twitching as small electricity jump around it. Turning around now to face all three them it let out a low hiss ready to attack once again. But just as it look ready to leap at them, a low growl came from it as it tail swish it mouth opening a then letting out a brown-yellow smoke. The smoke seemed alive as it wrapped itself around the lizard till the creature itself was covered completely that none of them could see it. With the smoke now moving from the lizard on to the stalls and booths around them. Waterhazard waved at the smoke clearing it for them to see where the creature had gone to now. Just to see the streets were now empty with just brown-yellow smoke filling the area.

"What was that thing?" Makoto asked her emerald green eyes looking about the place now.

"Whatever that thing was. It was obviously sent by the big bad." Ben said moving forward trying to see if there was some clue that could tell him which way it went, "Now which way did it go?"

"Sure about that?" Makoto asked a little doubtful about that '_But then again the big boss have been know to use minions to do their dirty work.' _Makoto thought remembering the times she had fought yomas as Sailor Jupiter.

"Positive. It how it works." Ben said certainly but his light green eyes could see that Makoto wasn't to sure about that.

"Do not to worry about it, Lita. I'm sure we will come across that creature again for while Ben was looking for food, my investigation turned up a lead." Rook said placing a hand on her shoulder as the other did the same for Ben leading them down a other street path.

"Of course it did." Ben said glumly.

"Ben," Makoto said her voice holding a warning tone in it.

Ben could only sighed, he didn't want to risk fight with her now not after he just saw her lift the alien lizard up like it was weightless. From there Rook took point leading them down foot paths leaving behind the stands and booths now as pipes and a narrow passageway took over the once open space into what seemed to be the downtown area of Undertown now.

They continue to walk passing what look like shops and workshops along with taverns and bars now. It was only when they were down farther did Rook came to a hault now standing right before a tavern with the name Gas House. It flashing light flicking in and out with letter disappearing and reappearing.

"Don't tell me, the balloon squealed." Ben said looking up at the sign.

"Ben, balloon don't talk." Makoto said giving the shorter male a strange look.

"Well, this one did." Ben said giving her his usual cocky smile now before she could asked what he meant by that Rook spoke up.

"I was told that this is where that cyanic biped can be found this time of day." Rook said giving the information he intended to them.

"Bubble helmet?" Ben said moving up to the window of the tavern now.

"What about that chicken dude and his lady friend?" Makoto asked bring her arms to her chest now.

Rook shook his head, "Nothing yet. But with this lead, I am sure we will find the others."

Just then Ben let out a yelp jumping away from the window. Rook and Makoto look towards Ben seeing him back way from the window now. Ben light green eyes glazed at the edge of his eye just to see them. Quickly he brought up his hand to his mouth coughing in to it as he quickly gathered his composure.

"Hope you're okay with waiting outside. That poison gas in there." Ben said smugly to the two of them not seeing the gas mask that Rook and Makoto pull out.

"Ready?" Rook asked as he match up to the twin red doors now bring up his right foot and kicking the door open then, "Appendages in the air."

Rook stood there now holding his plumber badge in the air for all those in the Gas House to see only for the residence of the place to stare at Rook momentarily trying to decide if Rook was being serious or not, some even went as far to simply ignore Rook as they continued their games. Ben rolled his eyes at Rook actions while Makoto look over the group of aliens now.

"Will you cool it with badge? We are not cops." asked Terraspin as he and Makoto came over to Rook side now.

"Then how else we are supposed to get them to talk?" Makoto asked watching as Terraspin head disappeared with his flippers now beginning to spin.

The poison gas within the place slowly began to disappear as the wind from Terraspin flippers circulated the air around the building clear the poison air out with new fresh air in. Many of the residents aliens in the building started to shriek and cry out at the sudden lose of air falling to the ground struggling and coughing in a desperate cry for air now.

Then in a abrupt end, Terraspin stop bringing himself to a gently fall now.

"Well, you guys might be cops, but I'm a super hero." Terraspin said sound quit please with himself now.

"There he is!" Rook said getting both Terraspin and Makoto attention now just to see Bubble Head running over to were his had place his glass helmet now.

Only for the three of them to corner him, Terraspin right in front of him with Makoto and Rook at his back. Terraspin grad hold of his helmet now between his two front flippers holding it in front of Bubble Head for a moment.

"Nice hangout. Great atmosphere." Terraspin said watching as the pink color alien lizard fell to his knees now gasping for breath.

"Is this really allowed? I know we are Plumbers and all. But this seems a bit over the top." Makoto asked, she knew Plumbers did what they could to protect the residents of earth but she didn't think mistreatment to others would be a method they would use.

"This method is a bit orthodox. But I'm sure Ben here knows what he doing." Rook said sounding quite sure about their actions.

"Don't worry, I dealt with bad guys hundreds of times. I got it down to a science now." Terraspin said giving her a what look like a smile.

"Okay…then, but he still hasn't told us who is behind this protection ring." Makoto said placing her hands on her hips.

Hearing this Bubble Head gasp out, "I'll tell you…as soon as I can breathe."

"That a fair bargain." Rook said placing Bubble Head helmet on now.

"Rook! No!" Terraspin said just to watch Bubble Head twist a button on his suit bring in the air he need to breath.

The gas filled the helmet making Bubble Head, head disappear as a rumbling sound filled the space between the three of them. Without thinking Makoto launched herself on Bubble Head missing him by just a couple of inches as he flew up towards the ceiling then changing directions at the lest second heading straight for the door. Cursing under her breath, the auburn hair woman stood up quickly feeling someone patting her shoulder.

She look to see Terraspin jumping up with his flippers out and legs lock together with his head disappearing from view. She only had a moment to taken in Ben actions before Rook grabbed her around the hips as he jump onto the table next to him then once again landing them right on Terraspin shell. Their fingers grasped the shell as Terraspin flippers and legs spun around in a helicopter like motion following after Bubble Head.

Chasing after the lizard alien took them further into the more downtown parts of Undertown and down a subway passage .It had a very old railroad way with plenty of graffiti work on the walls wither it was from the locals of Bellwood teenagers or not. They did not had time to look over them as the pass from one section, of the subway into a other.

"You guys never dealt with actual bad guys before, have you?" Terraspin asked breaking the silence that followed between he and his two partners.

"I've read about them in book, and I've trained extensively." Rook answered though he felt he might have misjudged Bubble Head when the he had offered to tell them who was behind the protection ring.

"Well…. I can't say that I have dealt with the types of bad buys before which I haven't. So, I was just following what you and Rook were doing." said Makoto which was in a way true. At lest not in the way Ben was referring to.

"We can worry about that problem later. Right now, we can not afford to lose him. This rodent will lead us back to the nest." Rook said removing his gas mask now after he had help Makoto place herself safely onto Terraspin shell with him doing the same.

"They do say that there is no better teacher than life experiences." Makoto said trying to light the mood at lest a little, removing her own mask now.

"I don't think you said that one right." Terraspin said turning his head slightly to look at her.

"Then how do you say it?" Makoto asked leading down a little to look at him.

"Was Lita supposed to word it differently? I understand what she meant by it. But was she supposed to use a…." Rook started to asked when Makoto brought up her hand waving it.

"No, what Ben meant was, I say it wrong. I was trying to use a figure of speech." Makoto said explaining what the two of them were talking about.

"But speech dose not have a figure." Rook said confused a little by this. _'Humans are such strange beings.' _thought Rook only to see Makoto smile at him a little. Seeing her smile him Rook felt the need to return it.

"We explain what that means later. Right now it seems we have reach the nest." Terraspin said hearing Bubble head cry out his name.

"Ben 10! They're after me boys!"

"Ben, get closer to him!" said Makoto seeing Bubble Head just a couple of space away from them ducking and turning along the corridors.

"I'm on it." Terraspin said moving closer to him.

Suddenly with out a word, Rook launched himself off Terraspin shell causing both Ben and Makoto to call out his name. He had time this down perfectly to insure he would land right on top of Bubble Head. The unexpected added weight caused the fugitive to land right on the ground skidding along as sparks and jet smoke filled the corridor along with the sound of metal screeching from being rubbed against the cement blocks. It didn't take long for the jet pack to stop running coming a halt now with a now irritated Revonnhanger on top of him.

"We had a deal." Rook said smacking his hand against the helm as he snarl a little.

"Rook! Heads up!"

Rook look up to see what Terraspin was warning him about just to see a whole group of alien thugs standing just some feet away holding their plasma guns at him and right behind him, Terraspin and Makoto. Terraspin landed right behind him just as Makoto jump down only for to bring her arms up above her head with Terraspin changing now back into brunette hair young man doing the same thing as she.

"Oh." Rook said, having no choice but to do the same.

"Nice." said Ben looking at the group before them.

"Look at it this way, Ben. Rook investigation led us to the right place." Makoto said making Rook for the moment proud of himself.

"Oh sure, long with the fact we are right in enemies hands." Ben said ignoring the fact that Bubble Head had just run away from them , seeking shelter from his fellow criminals.

But Ben did notice all the shakedown machines standing right next to many of this aliens thugs. Whether or not they were in the process of being activated or were simply being used as a demonstration for others. He knew Rook had done a good job in his investigation even if he wasn't about to tell his new partners that just yet.

"Look, a boatload of those shakedown machines. That spell a boatload of shakedown." Ben said pointing out the red color machines to Rook and Makoto.

"That is quit a lot?" Rook asked trying to figure out the meaning of what Ben was talking about.

"Just about how of a lot we are talking about here?" Makoto asked seeing at lest six of them.

"Enough to take out the city." Ben answered his light green eyes going from Rook and Makoto over the shakedown machines.

"So, what our plan?" asked Makoto going over all the alien life forms that were here. If it came to it, they could simply fight this group granted that none of them activated one of this machines.

"Ben Tennyson!" spoke a rasping voice causing the three of them to look up to were the voice had come from, "Here to ruin my plan? I think not."

"Psyphon!?" Ben shouted at seeing Psyphon come out the shadows his red eyes force only on him now grinning at him unreservedly.

"Who is Psyphon?" asked Makoto taking in the pale grey skin alien with a fin on top of his head. His red eyes looking over the three of them showing all it sharp teeth in a to please smile. He wore a complete body armor colored in black and grey with red marks on it.

"He was once Vilgax lackey. So, you're the one who's been jacking up the stores in Bellwood? Well more like third toughness lackey" Ben said bring down his arms walking forward now temporary forgetting the danger they were in.

"Ben, what are you doing?! They have gun pointing at us, in case you forgotten!" Makoto said only to see Rook do the same, "Do you two have a death wish or something?!"

"I'm sure Ben knows what he doing." Rook said as Makoto given up brining her arms down too.

"Famous last words." said Makoto but she could see that the thugs were holding off on firing at them. Most likely due to the fact that Ben and their boss were talking.

"It seems you have underestimated me." Psyphon said sounding quite pleased with that fact.

"Yeah, who wouldn't?" Ben said clearly not impress by Psyphon actions or at lest not worrying to much about it now he knew who was behind this shakedowns but Psyphon was ignoring him now.

"You led Ben Tennyson right to me. I don't know wheatear to thank you or eviscerate you." Psyphon said to Bubble Head who seemed to become quit nervous by the sudden in attention on him.

"Er…thank me?" Bubble Head said hoping he had lest got the right answer only for Psyphon to point his left arm at him sending out a red beam of energy right at him causing him to scream out in pain for a moment then falling to the ground unconscious.

"Thank you. You must have wondered what ever became of me, Ben Tennyson." Psyphon said once he had finished disciplining his own lackey now turning his focus back onto the brunette hair man now.

"Not even a little bit." Ben said truthfully, believing he had simply disappeared after he had help Vilgax absorb Diagon. Never once crossing his mind.

"Of course. You still think of me as a servant. But now, I am master, so you cannot imagine the joy with which I say this…Get them, boys!" Psyphon shouted out to his lackeys now causing Ben, Rook and Makoto to scatter once the shooting had begun.

As Rook moved to the right with Ben head towards the left, Makoto head forward charging to two aliens now. One was tall buff gray wearing a dark grey shirt with steel rings around his shoulders. Next to him was wild brown color boar alien wearing some protection armor firing along next to his comrade. She crouched low as she ran towards them, placing her hand on the ground on as she spun out using her legs to kick their feet from out under them.

They let out a grunt sound as they hit the floor not even attempting to get up. Which was fine by her as she moved onto the next target which was a long face alien in white robes. She brought up her right hand curving her fingers as she strike the alien shoulder causing him to waver at the impact of the her strength. Using both of her hands now turning with her back now facing him. She toss him right over her shoulder sending him flying just some feet a way landing on the floor before bouncing least twice more before coming a still now.

She was about to move on when the screeching of metal caught her attention making her turn around just to see something bright and yellow come charging out of a subway cart. Waving it arm towards two of the lackeys now sending them flying across the station before grabbing a shakedown machine and tossing it to a other pair of thugs.

"Ben! Behind you!" shouted Rook just as a other wild boar alien appeared on the top of the subway cart.

Makoto quickly drew forth her electrical powers, charging them making the bright white light sizzle and crack around her body and arms sending the surge up then through her arm channeling it into her index and middle fingers pointing right on the boar alien. The lighting moved faster then anything hitting the alien boar square, in his left shoulder causing to squealed loudly as he fell down to ground.

"Thanks, Lita!" Armodrillo said before busting through the subway cart now.

"You're welcome!" said Makoto giving a round house kick to one of thugs now.

"Lita, this way!" Rook called out to her following after Armodrillo seeing him taking on a new group of criminals now.

Rook run through the broken up subway cart now stopping to see Armodrillo rampaging to a other set of lowlifes now. In time to see a other set going after the large robotic armadillo alien now. Raising his proto-tool, Rook fire at lest three shots to a old gangplank causing the riles under it to break apart now. With the gangplank and barrels to fall upon the group now.

Seeing the items and raising dirt cloud he moved quickly over to the pile pointing his proto-tool at them. He glance momentarily over his shoulders to see Makoto coming right behind him with her proto-tool still on her shoulders. _'Why isn't she using it?' _thought Rook before his attention came back to group under him.

"Forgive me. I haven't any witty remarks." said Rook apologizing to them for his lack of witty come backs with his attention being elsewhere at the time.

"Don't force it, Rook. Let the wisecrack come to you." said Armodrillo as he walk back ways to Rook and Makoto only to have a shakedown machine slammed right into him.

"Ben!" shouted Makoto seeing the robotic armadillo alien crushing through several steel pillars before hitting solid rock now just to see Psyphon fly by her and Rook.

Rook and herself race after them coming to the large sized hole that Armodrillo had made when Psyphon have tossed him right through the wall. Both of their ears could pick of the sound of jack hammering noises followed by the ground shaking. Once they came to the hole in the wall they only had a moment to see what was happing before jumping back and out of the way as tremor crack through the ground coming towards them now.

"Lita, are you okay?" Rook asked turning to her as she coughed from the dirt she had taken in just a couple of moment ago.

"Yeah, I'm fine. What about you?" Makoto asked her emerald green eyes going over the Revonnhanger body. She couldn't see any injury on him but she took notice on how well it fitted his body. Turning her eyes away from him, she glance around the area just to see the passageway block by boulders of rocks now.

"Great, now how do we get to Ben?" Makoto asked Rook as he too took in the situation.

"This way, we can backtrack and come out of different opening. Hurry, we don't have much time." Rook said leading the way.

Giving him a nodded, she followed after him backtracking the way they had just come by following after Bubble Head. They came to one of the first of many hallways turning down it. The two of them continue to turn here and there passing through more passageway till they came upon an exit. Quickly they scaled up the homes and buildings as they heard Ben and Psyphon fighting still going on which was a good thing in both of their books. Meaning Ben was still fighting giving them the chance to possibly sneak up on Psyphon when he least expected it.

Just then a loud screaming sound filled the air almost making Rook and Makoto stop in their running but it made them just run faster now giving a look to one other wondering what had just happen and who had just screamed now. They land on street just below them with Rook kicking the door of house causing a family of aliens to scream as they race through now.

"Sorry! Plumber business!" Makoto said apologizing them.

Rook was in front of her breaking through a closed bay window now letting the brown wood burst and fall to the ground now. She follow through landing taking a moment to see what was happing now. She saw Rook chasing after Psyphon meaning the alien boss was now fleeing the scene of the crime. That puzzled her for a second, Psyphon had been looking forward to fighting Ben just some time ago, so what had caused him to change his mind?

Her answer came in a familiar low hissing sound that came behind her. It was that alien lizard from before and it attention was once back on their shortest member of their team. Or it had been but at seeing her, it let out a roar showing it long teeth and red tongue at her.

"Rematch?" Makoto asked giving it a smirk, "I'm game!"

"No, Lita! Go help Rook! I'll take care of…" Ben tried to argue but the emerald green woman shook her head.

"No way, you need my help." said Makoto but Ben cut her off.

"Trust me on this! I got it!" Ben shouted flicking with the omnitrix now.

Standing a bit straighter now, Makoto gave him a nod before rushing off after Rook now. It didn't take much as regulars citizens had opening in their walkways showing her just were Psyphon had run through with Rook trailing just behind him. Inside she was worried for Ben; last time he could barely handle that weird lizard dog but he sound he could take on the creature. Shaking her head, Makoto told herself she need to trust Ben and just hope for the best.

Once again, she found herself inside a tunnel way with a stream way running down, the most helpful clues were broken water pipes and dented walls. Further down she could pick up the faint sounds of someone shouting commands to stop repeatedly. _'That Rook.' _Thought Makoto hurrying down the tunnel now. Reaching up, she grabbed her proto-tool pointing down to the ground hoping she wouldn't have to use it again. Rook didn't have any problems use it having extensive training with it but she had always preferred hand to hand combat rather then use of weapons.

"Psyphon! This is your last warning!" shouted Rook as he run after the flying villain now snarling so that his fangs were showing. But Psyphon was content to ignoring him and his warnings now.

Hearing Rook shout, Makoto sped up trying to catch up to him. At seeing him, she was about to call out to him when blasting sounds echoed through the tunnel. Broken rocks and cement bricks crumbled down as ash white dust filled up the tunnel forcing her to come to a stop bring up her arm to her face as dust swept around her.

"Rook?!" Makoto called out wishing that one of the many features on her proto-tool was a fan that could wave way all this dust.

Once the dust had cleared away, she could still see a opening at the end of the tunnel now. At the end, she could just see Psyphon hovering in the air with twin laser beams coming out of his eyes now as his eyes followed after Rook. Raising her proto-tool now, she pointed right at Psyphon back with her finger on the trigger now. She watch as Rook jump and leap around the platforms for some time before lowering her proto-tool placing it back on her shoulder now.

"Oh, I don't want to buy it. I will pry it from you lifeless body. How green are you?" Psyphon asked oblivious to what Rook had just done only till the wooden platforms had collapsed on top of him.

"Not so green that I let a tunnel collapse on top of me. I believe that was my first wisecrack." Rook said as he stood on top of the pillars of wood looking down at Psyphon now having a smile on his face at having caught the bad guy.

"Good job, Rook." Makoto said having jump down from the tunnel mouth once everything had given way.

"Lita, did you hear my wisecrack?" Rook asked excitedly seeing his auburn hair partner coming to his side.

"Yeah, I did." Makoto said pulling out a pair of hand cuff now passing them over to Rook, "You do the honors."

"And Ben?" Rook asked as grab Psyphon pulling him out of the pillars now forcing his arms around his back as Rook place the cuff on Psyphon.

"Fighting that lizard thing again." said Makoto frowning a bit as she worried over the brunette teen.

"It show up again?" Rook said looking at her now with a look of concern on his face.

"I was going to fight it seeing as last time, Ben could barely hold it off. But…he told me to came and help you instead. But I can see that you handle things pretty well by yourself." Makoto said giving off a light sigh.

"Then lest us head back. Ben still might need our help." Rook said offering Makoto a bit of hope seeing how disappointment she was at not helping him.

"Right." Makoto said then look over at Psyphon before moving, "Do anything funny. And I will send a blot of lighting down upon you."

"Ha! Like I'm going to be scared of a little girl like you!" Psyphon said scoffing at her which had Makoto till her head to look at Rook now.

Rook gave her a shrug and a smile as a okay to show Psyphon what this little girl could do. With out a word, Makoto grabbed him lifting him right up in the air as lighting circle around her arm now slowly making it way upward and towards him.

"Okay, okay, I take it back!" Psyphon shouted turning his head away closing his eyes as he felt the prickles of electricity touching his skin now.

Satisfied, Rook and herself began the long haul of walking around again with Psyphon between them should he try to escape them. Searching for Ben took some time as the fighting which had been right in the middle of Undertown back into the tunnels. Luckly there were some help aliens who pointed which way Ben and that lizard had gone which was the way Undertown bus came from.

Hurrying, the two of them head down that way basically dragging Psyphon with them to over to the bus railway. With him grunting and telling them to slowly down but either of them really listen to him. They turn here and there around the tunnels till they come to one opening hearing the tale till sound of crushing with shouting. Moving along now, they came to a doorway now hearing the familiar beep of the omnitrix just in time to see Ben standing over the burn out lizard now.

"Ben. I made a wisecrack." Rook said proudly as he and Makoto held onto Psyphon now.

Ben look over to them giving them a small smile at seeing how proud Rook at making his first wisecrack now with Makoto holding on to Psyphon who look a bit uncomfortable next to her. He figure she must have show him just how strong she was to get him like that. Before he could say a word now a growling noise had him freezing as a brownish green guts filled up the railway tunnel now.

Letting go of Psyphon, Makoto and Rook ran into the fog believing the creature lizard use this smoke as a mean to attack Ben now. Just for it to clear away showing them nothing but themselves in the tunnel along with Psyphon in the doorway.

"Gone." said Rook seeing now trace or foot prints as to were the creature could have gone to now.

"Maybe so, but something tell me this isn't the last time we see it." Makoto said bring up her hand to her chest now feeling as slight throbbing pain.

"You okay? Your not about to have a other attack are you?" Ben asked seeing just were hand was.

Makoto shook her head, "No."

"Good, now let hand over Psyphon and his lackey over to the Plumbers. They can take care of rest." Ben said waving at them to follow him.

It took a few hours, but the Plumbers managed to round up the last of Psyphon gang bringing them up topside now. Ben watch as Pysphon was lead away telling the Plumbers that whatever that lizard creature was did not belong to him only to have the one human Plumber give him a slight push to kept walking. Ben didn't say out loud but he did Psyphon when he said that the creature did not belong to him if he did, the teen was sure he would have that thing attack right when they had first meet him.

"So, how'd you like your partners?" Max asked his grandson wanting to hear his opinion.

"They fight okay. Did you know, Lita could use lighting?" Ben asked seeing Max nodded, "Though Rook tends to be a bit of a doughnut hole, though. Ow!"

Ben turn around just to see Makoto standing just behind him giving him a 'what' look with Rook just next to her oblivious to what he just meant earlier.

"Is that a good?" Rook asked thinking it was a compliment.

"Oh, sure." Ben said getting the feeling if he did say something nice then Makoto was going to make him.

"Well, Ben, you've been doing this awhile now. Maybe it's somebody else's turn to be the doughnut hole." Max said giving a stern look to Makoto as Rook brought up a greasy white bag now.

"I know you haven't eaten yet. Magister Tennyson here says you prefer these "chili fires." Care to join us?" Rook asked having gone over to Mr. Bowman store to order these chili fries.

"Partners!" Ben said bring up his hand now for Rook to take.

"Unbelievable. This whole time we been fighting. This all could have been avoid if we just brought you food?" Makoto said watching as Rook took Ben hand now.

"Yup. Now, about those chili fries." Ben said just now remember how hungry he was.

Rolling her eyes, Makoto followed after them as they head over to Mr. Bowman store. She hope that Mr. Bowman would let them in the store but something told her they would be banned from the store for the next weeks. Never the less she fell in right next to Ben with Rook on his left say asking what other kind of food that Ben enjoy to eat which the brunette teen was more then happy to answer.

_Unknown location, Japan. _

A lone tall mountain stood surrounded by ocean water with temple gateway once a bright red had been stripped away turning it into a ash-white color now. Splinters running up and down the wooden gateway till look as if it was about to fall apart now. Right under it was a long passageway leading right towards the mountain. In the distance the mountain look simply like that, a mountain.

But as it the mountain come closer and closer to view. It had many jagged edges, brimming with broke in dead trees. The color of the mountain itself was such a dark color it seemed unnatural with a still silence surrounding it. Upon closer exception one could see a opening just at the base of the mountain now. So dark it made the night sky look bright. Passing through the tunnel was a clearing surround with tunnel opening now leading to different parts of the mountain. But just right across was a antechamber at the end of it.

The antechamber lead upward then turning sharply into a other cave opening with more tunnel opening with another antechamber at the end of it. This one farther into the mountain making almost a straight line only for it to come to a sudden end for at the end of it was a broken bridge. Under the broken bridge was a large gap with roaring winds pass through it creating a howling sound now. But just down below it was a other clear opening this one different from the rest of the cave centers.

In this one were stone slabs, circling around a small hill with a temple bell on top. The bell it self look old and rust with cracks running up but made not sound even as the wind push it. From out the hill top were the stone slabs with eight circular stones around it each one with a Japanese symbols on the circle stone now. Each one representing different types of power now. Upon one stone with the symbol for earth stood a dark man kneeling down with his head bowed down.

A rumbling sound came just beneath the stones itself making the man close his blue eyes now. Feeling the very stones under him shift as the hill quivered for a moment but never once did the bell on top of it ringed. The sky above him darken to the point it look as if someone had taken black paint and spread it across the sky. Then a deep rumbling voice spoke up.

"_Why have you return?" _

"I'm sorry, Master. I know I should not have return till I have found her."

"_Yet you have!" _

"I'm sorry, Master. But the girls, they are fighting the spell place upon them. It was the reason why Jupiter was able to get a way from them. If you could just…"

"_No! The spell will hold despite your worries. My powers and strength grow by the days but only if you find and kill her before she is able to fill her destiny." _

"But Master, we have searched all over Tokyo and then some. We can't not find her. Perhaps she is dead…"

"_No, she is not dead. I can still feel her and her powers grows, if we do not find her before the end of the year. All that I have work for, that you have work for will be for nothing!" _

"Then I'll well have the girls and the demons search all over Japan for her then."

"_Fool! If you could not find her here in the heart of the raising sun, what make you think she is still here?" _

"Then, where could she be?"

"_In far lands of the west. Further then I can reach, but you Mamoru Chiba can. Take the celestial girls with you and hunt her down! I will not be denied from ruling this world again." _

Mamoru Chiba once know as Prince of Earth open his eyes revealing his ice blue eyes looking up in pairs of fourteen different red eyes now, "Yes, Master. As you command."

"_Beward, Mamoru. I sense she has gained sound very powerful allies." _

"You're will be done, Master." Mamoru Chiba said bowing to the red eyes now turning around and disappearing into the shadows now.


	4. Chapter 4

**Disclaimer: I don't own Ben 10: Omniverse or Sailor Moon. Ben 10: Omniverse is rightly own by Man of Action. Sailor Moon is own by Naoko Takeuchi. All characters rightfully belong to their owners. I don't own nothing other then this plotline. Thank you!**

"Talking"

'_Thinking' _

"_Japanese."_

Chapter Four

_The night sky above her was so dark she could not see the stars that glitter the night, bringing with them shine that pierced the darkness above. Even the moon itself seemed dull to the point the once comforting moonlight that sheen upon the land was almost non-existent. Her emerald green eyes turn towards the sky filling a wave of anxiety and concern at seeing the once beautiful white moon had turned a dull sickly gray color now. _

"_Usagi!" She call out hoping that her blond dango-style hair friend, her Princess, would answer her. But was only greeted with silence. _

"_Usagi!" _

_She called out again, but was meet with the same still silence to her concerned cry. She walked forward determined to search for her princess even with total darkness surrounding her as a trickle of cold fear spilled down her back. Fear not for herself, but for Usagi. _

_With her feet moving forward, her ears picked up the sound of boards creaking under the sway of a bridge as she continued on. She called out again, only to receive the same answer. The feelings of anxiety, concern and worry grew inside her heart as thoughts of her Princess been hurt or possibly endangered came into her mind. _

_The creaking of board planks, the swaying of the bridge and hearing the ropes strain against the planks stop, as her feet touched solid ground now. Pausing on her walking, the auburn hair woman searched around the area, only to see silhouettes of massive elevations on her right side with the open seas on her left now. _

"_Where am I?" Makoto asked out loud now, going over to the right side in hopes of finding land markers that could tell her where she was. _

_A startled gasp came from her lips as her right foot dropped suddenly from under her. Her arms coming out waving them about as she tried to regain her balance. She managed she regained her balance bringing a hand to her chest as her heart rapidly beat that came from the sudden drop and almost near fall. It took all her focus to see that she had come to the edge of a very tall circular highland with such little light that came from the dull gray moon. _

_Down below, her eyes spotted outlines of what appeared to be houses against the night darkness. At least a whole community from what her eyes could see only nothing about the community felt right. As her eyes scanned over the homes, she notice that there was no light or sound coming from either of houses. Everything was quiet that nothing stirred during the time she watch not even the nocturnal animals made a sound. It sent a chill down her back as sense of foreboding settle into her stomach. _

_It was like everything had come to a stop now with everyone even the very animals themselves seem to be holding their breath. In preparation for what was about to come, and exactly what was to come came in the sound of whistling. Turning around she had just caught the site of the arrow streaming across the dark night sky passing right across the moon with it pointed end heading downward. A sudden thud sound broke the ill silence as the arrow implanted itself on the front of house roof. _

_With a flair curiosity, Makoto carefully walked along the edge as lights began to stream out of the houses now. At the edge now and thanks to the lights, she could see the house now with the arrow sticking out. The house itself was a simple Japanese feudal era home used by the Warlords and Emperors of time era. Clay roofs tiles align the top of the home with the thick end of wood columns coming out. The sliding doors stayed closed even as light came from inside making the paper rice sheets glow with people gathering around the house. _

"_What going on?" Makoto asked, sensing a change in the atmosphere now. The feel of foreboding, worry and anxiety had change into one of relief, guilt and sorrow now. _

_Then out of nowhere the door to the front of the house swished open showing a man with pure white hair held into a high warrior bun wearing samurai armor color a dark blue armor with white underline with long sword at his side. His pale face show a man of high cheekbones with a short nose and thin mouth with deep blue-gray eyes showing no emotions as he walk out of his home now. Following just behind him, was a woman with long sliver hair held in a very familiar hairstyle wearing a evening white, sliver and golden colored kimono as her soft blue eyes held a look of worry and deep fear against her creamy white skin face. _

"_Usagi?" said Makoto but she could see that this woman wasn't Usagi, she look like her friend, her princess even but no, this woman just look like Usagi. _

_The people that once surrounded the house, part away from them giving them both respectful bows as they walked some way from their house. Stopping then, the two of them just stood there now neither the moving nor showing signs of doing so anytime soon. Makoto watch as the man and woman turned around slowly. Their eyes locking onto the arrow now; Makoto wasn't sure of the significance of the arrow but it sent the woman wailing now in heartbreaking sobs that a echoed around, the sound of a mother who had just lost her child. Next to her, the man seemed to show no emotion on his face. But yet his body shook whether it be form the same sorrow that held the sliver hair woman or something else, it still left her puzzled as to what was happing. _

_Seeing and hearing such painful cries, Makoto turn around ready to search for a way to the landau below only to have her eyes come upon a large white wolf with red marking on it eyes, forehead and legs moving upward then trailing down it back to the every tip of tail now blocking the way to the bridge. The pure white fur and red marking seemed to pierce through the darkness, like a flash of light cutting through the darkness._

_It golden eyes stared into her emerald ones causing her to freeze making her breath hitch now. Unsure what to do with such a creature before her, she considered to use her powers to spook the creature away but the tilt of it head had her stopping as it seemed confused. _

_She wasn't sure why, but something told her the white wolf knew what she had been planning explaining the confused tilt of the head. For a moment, Makoto felt something, a pull but the woman's cries once again reached her ears causing her hands to turn into fists at her side. She have to help the man and woman being that she didn't know why she felt such a need to aid them. Taking a couple of deep breaths to steady her nerves foreseeing a way any feat she had now. With one deep breath, Makoto held her head up, as she broke eye contact with the wolf taking a step forward. _

_Insuring she did not show any nervousness or fear, Makoto look beyond the wolf. Steadily walking, she closed the distance between herself and the wolf hearing the creature pat lightly, never making a sound other than panting nor moving as she stood right next to it for just a second then passing onward. It was only when she was on the bridge, did she relax letting out a deep breath she had been holding in since. Believing she was out of danger now, Makoto relax ready to race down to the ground below only for her stiffen as a piercing howl cut through the night now. _

_Fearing the worst, she turned around ready to defend herself if the wolf happened to be attacking her only to see the white wolf was now gone replaced by a man with short brown hair with a ponytail at the base of his neck now having strips of brown bangs falling over his emerald green eyes now. _

_With low cheekbones, sharp nose and firm frown place on his peach color skin wearing the same type of armor as the man from below only his was colored a deep forest green with black underlines with a katana at his side as well. Upon his skin were green-blue tattoos starting on his forehead was a lighting zigzagging down forming the kanji for storm from there branching outward down his face with graphic designs of a lightings with a dragon on his neck edging downwards to his covered chest. _

"_Makoto…" The man said speaking her name. _

"_How…?" She asked feeling herself unable to move now. _

"_Makoto…" The man spoke again. _

"_Who are you?" Makoto asked only for him to repeat her name again, "Please, tell me what happing here!" _

"_Makoto…" _

"_I don't understand! What is going on?!" _

_The man opened his mouth ready to speak or perhaps say her name once again, when a harsh wind blew out of nowhere causing the bridge to sway violently. Crying out now, she grabbed hold of the rope trying to steady herself as the bridge continued to sway back and forth. The wind itself seemed to blow harder and wilder, making the bridge not only sway side to side but the rise and fall now. It was when a violent buck did she lose grip on the rope. f Falling her fingers burned as the rope was jerked from her hands letting her fall down the darken crevasse, she screamed at the top of her lungs only to see the dull gray moon looming sickly above her._

Snapping her eyes open, Makoto lay still in her bed as her eyes lock onto the pale white ceiling above her as chest rose and fall with her heart beating wildly in her rib cage. A thin layer of sweat covered her body, making her Pjs stick to her figure. Slowly she let her eyes search around her taking in the familiar and yet unfamiliar room as she release her held breath now. Taking in slow deep breaths trying to still her wild hear beat.

A familiar dresser, bedside dresser and wardrobe were place against pale colored walls with hardly any of her usual plants she had once kept in her home back in Japan covering the spacious room. Taking a other deep breath, she forced her body to relax while telling herself it was nothing more than a bizarre dream.

Little by little her body began to relax giving her motivation to set up in her bed for a second while bringing up her hand to her face pushing away her sweat covered hair now. Taking one more deep breath, she twisted around placing her feet onto the carpet floor. Standing up now, she gradually made her way out of her bedroom into the mini hallway with the bathroom just across from her.

At the front of her was living room and the kitchen with a small dinning space that held a small table and four chairs. Wanting to forget about the bizarre dream, she began to make her to the kitchen hoping that perhaps a cup of herbal tea could smooth her shaken nerves when a knocking sound had her stopping made way to the kitchen. A little confused as who would be knocking on her apartment door, she glance towards her living room clock could see it was just a little pass seven in the morning.

The knocking continued grabbing her attention, turning she head form the clock to the door, she pass by the kitchen. Unlocking the locks on her door opening it slowly as she moved a little away to see who it was.

"Rook?" said Makoto a little surprise to see her purple fur alien partner standing there wearing just a simple white shirt and dark purple sweat pants. Not only that she could clearly see more of his markings which was quit stunning as they tailed down his arms circling and forming out over muscles tones that his proto-armor had hide from her eyes showing her just how tone he was no doubt his muscles develop during his time at the Academy.

"Good morning, Lita." said Rook greeting her warmly only for his eyes to widen at see her appearance, "What is wrong? Did you not slept well last night?"

The Revonnhanger immediately place his hands on her shoulders as his eyes examine her seeing the sweat on her face making her auburn hair cling to her face and slender neck. Even seeing how the sweat had her short sleeve shirt hugging her upper body with her lower pants doing the same. But he had to jerk his hands back as he was giving a small shock, he wasn't sure if it was because he over step his boundaries or because she was still shaken up but Rook was willing to go with the former one.

"Huh? No, nothing. I just had a very strange dream that all." Makoto said pulling away from Rook touch trying to ease his concern.

"A dream?" Rook said standing there a moment as he was caught off guard by the answer.

"Yes, but it okay." Makoto said quickly speaking again, "Anyway, Rook. What are you doing up so early?"

"Oh, I am sorry. I developed this habit of waking up in the early hours of the morning during my time at the Plumbers Academy to get in some training. I did not wake you, did I?" Rook asked coming to realize even though he woke up during this time. It did not mean others did yet he hope he could spend a bit more time with her.

"Not at all. I was already wake besides I usually wake up around this time to make some breakfast. Would you like to join me?" asked Makoto moving out of the doorway allowing Rook a chance to come in now.

"Oh, I was going to ask you the same thing, that is why I came over. But yes I would. It would be interesting to see how earthen make their morning meal." Rook said giving her a small smile now but she could her the undertone of concern.

"Well, then come on in. And I'll show you how to make a traditional Japanese breakfast." Makoto said turning around as she head to the kitchen now hearing Rook closed the door behind him as he enter her apartment.

She watch him take a seat on the chair stool placing his arms on the kitchen bench as she moved around the kitchen now gathering the food and utensils she would need to make their breakfast. As she work about the kitchen, Rook watch her thoroughly placing pots and pans on the oven keeping the cutting board and knife right cross from the oven next to the skin. He was mesmerized as she moved about gracefully and confidently as she did during a fight. Twirling the kitchen knife in her hand as she cut up some type of vegetable then tossing the ingredients into the pot now.

"Lita, could I ask you a question?" Rook asked as she was now facing him.

"Sure," Makoto said, grabbing a small dish to taste the miso soup wanting to check it flavor.

"What was your dream about? I have heard that talking about dreams will ease the emotional strain one gets from them." advice Rook wanting to easy what stress she had.

Makoto stop in her chopping of a other vegetable letting her head tilt up a little allowing her to look at him. She wasn't sure if she want to tell Rook about her dream and what had happen it. Nor did she want to tell him about question that had been bothering her for a long time. But seeing the sincere look on his face and the hope that she would speak to him about this dream had Makoto sighing deeply placing down the knife as she tried to come up with the words she need to speak.

"I'm not sure how to go about this, it was just so strange and it had me really confuse as to what was happing." Makoto said speaking the truth to him.

"Just start at the beginning. It is always the best place to start." Rook said giving her a gesture with his hand now.

"Alright, it start off…" said Makoto starting from the beginning of the dream going over the details of the dream all the way to the point were she had fallen into the fracture of a peek. Yet she insured she did not tell him about how she had called out for her friend Usagi or how she was searching for her.

Rook listen intensely taking in the details about the dream and what had transpired during it. By standards it sounds like she was having a normal dream that he couldn't figure out why she had been so concerned and stress yet as he watch her, Rook took in notice how she would break eye contact for just a second or seemed to hesitate before going on. It gave him the feeling she wasn't telling him everything.

"Lita, are you sure you are telling me everything?" Rook asked trying to see if perhaps pointed this out, she would tell him.

"Yeah, I think so." said Makoto pausing in her stirring the food in the pot.

"But you are not." said Rook placing his arms on the kitchen counter now leaning towards her.

She didn't say anything at first letting the silence fill in between them. Caught between telling him about the parts she had left out or not even as she felt a need to tell him. If she did tell him then she would have to reveal more about what happened back home and just exactly what she was to explaining the untold details of the dream. If she didn't tell him then she wouldn't have to tell him the real reason why she was here and what she was trying to do. After all it was her duty to find out what had caused such a dramatic change in her friends or were Usagi had disappeared too.

"Don't worry about it, Rook. It was just a silly dream that all." said Makoto shrugging her shoulders to show she was no longer bothered by it.

Rook stared at her for some time before speaking, "If you say so."

"I do. Now, about some breakfast?" Makoto said giving him a plate of cook fish along with a bowl of miso soup with slice pickles and rice along with some disposable chopsticks.

"Ah, thank you." Rook said looking down at the food taking in the delicious smell from the fish, soup and rice. It made his mouth wetter a little and his stomach rumbled in hunger.

Feeling a set of eyes on him, Rook own eyes look up to see Makoto looking at him making his face flush a bit realizing it was the rumble of his stomach that had caused her to look him.

"Apologies, I believe I'm a bit more hungry then I though." Rook said letting his fingers wrap around the chopsticks.

Makoto give a small laugh, "Don't be."

While Makoto walk out of the kitchen to come to the sit to him joining him for the meal. Rook was fiddling with the chopsticks in his hand trying to figure out how to use this strange utensils, he managed to place them vertical in his fur hand as his other took hold of the rice bowl. Unfortunately, when he open his chopstick and trying to get some food, he found his food slipping out of the wooded sticks.

Next to him, Makoto had just place herself on his right side taking a slip of miso soup while having her other hand take a piece of cooked fish. From the corner of her eye, she could see the revonnhanger trying to used the chopsticks only to have grains of rice falling just before it reach his mouth. Placing her soup down, she turn slightly in her chair gaining Rook attention.

"Let help you with that." Makoto said raising her own hand showing him how to hold the chopsticks, "All you have to do is place the chopstick so that the top is resting comfortably in the nook of your thumb. Curl your ring finger so that the chopstick can rest on the tip just below the nail."

Rook look at her hand see just how she held the chopstick and just like she said, she held hers at the nook of her thumb with her ring finger curl so that the end of it would rest just below her nail. He did the same placing the chopstick at the base of his thumb curling his finger now so that the end of it would rest just at the tip of his nail. Giving a nod, Makoto went on talking.

"Right, now. Take the other chopstick and place it on the top between the tip of your thumb and the tip of your index finger and middle finger too. That it, your fingers should curled. Okay, now trying pinching the chopsticks for a couple of moments. The bottom one shouldn't move but the top one should." said Makoto watching as Rook pinch his chopsticks a few times.

"I think I figure this out now." Rook said freely now as he managed to finally get a gain of white rice ,bringing it to his mouth.

But once the white rice taste for it into his mouth, Rook found himself grimly at the very taste. _'Agh, and I thought the chili fries were bad! But I do not want to show any disrespect to Lita cooking.' _thought Rook seeing her going through the trouble of making a meal for the both of them. Swallowing he brought up the bowl of rice to his face and hurriedly to chew the rice and swallow before his taste buds could actually taste anything.

"I have more steam rice, if you want some more." Makoto said seeing how Rook was quickly stuffing down the rice.

"Oh, no thank you." said Rook quickly not wanting to have to re-taste such pain rice again.

"Oh, you don't like it?" Makoto asked having seeing the grimily look on his face before but held off on say anything about it. She want to have a little fun first.

"No, no. I'm just not use to tasted anything so…" Rook tried to say yet found himself stopping unable to say anything. Believing he was being disrespectful at saying he did not enjoy her food but Makoto finished for him.

"Plain? Tasteless?" said Makoto giving him a understanding yet humored look, "It alright, Rook. Not everyone likes white rice when it is simply cock by steam. You could have told me after the first taste. I do like a honest opinion and I would have given you some soy sauce to add a little flavor."

"Soy sauce?" Rook said confusingly.

Makoto reach over the kitchen counter grabbing the soy sauce then handing it over to Rook. Taking the soy sauce from her, Rook pop open the soy sauce container spreading the sauce over the rice. Now covered in sauce Rook tried again this time enjoying the rice a bit more. The rest of the meal was past in comfortable silence as the two of them enjoy their morning meal. Rook found himself enjoy the meal a lot more now especially the cook fish and miso soup.

"This was quite a delicious meal. Do you know any more traditional Japanese meals?" Rook asked wanting to experience more of this food style. it was quite delicious.

"I do, I even know how to make some Western-style food too." Makoto said as she began to gather up the dishes.

"Here, let me. You made the meal, the lest I could do is be the one to clean up and wash the dishes." Rook said getting up and taking the plates from her.

"How about this, we wash the dishes together?" Makoto offered.

Just before Rook could answer a knocking sound of their attention towards the door. With out a word, Makoto walk to the door wonder who could it be now. Opening the door, she saw that it was Ben standing there giving her a grin for some reason making her raise a eyebrow at him.

"Ben, you come to visit?" Makoto asked opening the door now and allowing the brunette hair pre-adult into her apartment.

"Sort of, I need your help." Ben said entering apartment room now as he reach into his back pocket pulling out a ipod.

"My help?" Makoto asked a little confused remembering the day from before how Ben was a little well more reluctant to ask for help.

"Yeah, I need you to translate this song for me." Ben said handing over his ipod to her with a ear piece for her to listen to the music.

"This song, is there some importance to it?" Rook asked causing Ben to jump a little at his voice.

"Whoa, Rook! Were did you come from?" Ben asked seeing his other partner in the kitchen now.

"I have spent the morning with Lita enjoying a traditional Japanese breakfast. It was quite delicious." Rook said giving Ben a reason for why he was here.

"Really?" Ben said before speaking again, "Hey, wait. Why wasn't I invited to breakfast?"

"Ben," Makoto said getting the omnitrix wielder attention upon her holding up his ipod, "I can't translate this for you."

"What? Why not?" Ben asked as she hand him back his ipod, "It Japanese isn't?"

"No, it Korean." said Makoto, "As for your question earlier. You didn't say anything about it over for breakfast yesterday. And Rook show up this morning wanting have breakfast together so we did."

"It alright, I'll just grab some to eat on the way out." Ben said placing his ipod back into his pocket now.

"You are leaving already?" Rook asked feeling a little disappointed that Ben wasn't going to hang out with them.

"Yeah, Grandpa Max ask me yesterday if I could give you a tour around Bellwood. You know get familiar with the place." Ben said giving them his usual smile.

"That sounds like a excellent idea." Rook said nodding.

"Sounds good to me, but um…could you guys give me a couple of minutes? I kind of need to shower first." Makoto said wanting to get rid of the sweat she had build up from her dream. She suddenly felt embarrassed now realizing now just how close her clothing were hugging her body now.

"Oh, right. Come on, Rook. We can wait in Grandpa Max kitchen." Ben said waving his arm to Rook signaling to his alien partner to follow him.

"Just a moment, Ben. I need to go back to my own apartment. I left my proto-tech armor there." Rook said passing by the brunette teen and auburn hair girl now.

"Why? We just going to walk and drive around Bellwood." Ben said giving Rook a look. Why would Rook need his proto-tech armor? He was off duty till tomorrow anyway.

"A Plumber is always on duty even on his off time." Rook said naturally as if it was the most obvious thing in the world.

"You do that. Lita, please tell me you are going to wear normal clothes." asked Ben turning his attention to her.

Makoto shrugged, "Sure, why not?"

After Rook and Ben had left her apartment, she went into the kitchen first wanting to put the dirty dishes away till she came back from her outing around Bellwood only to find them already in the sink now. _'That must have been Rook.' _thought Makoto feeling a small smile come to her lips. He was actually very thoughtful and honest person making her wonder if other of his species were the same. Seeing that was done, she head for the bathroom now closing the door behind her as she walk over to the tub turning on the shower head.

The water heated up quickly as she under dress throwing her close into the laundry basket now. Steeping into the shower pulling the curtains as she let the warm water spill over her wetting her hair and wet her body. In just a few minutes she wash herself then turning off the shower now. Steeping out wrapping a towel around her body now opening the bathroom door now. She put on blue jeans and green shirt with yellow strips that ran down her shoulders to her waist while placing on a green sleeveless hoodie now that she kept open.

Finished, she head out of her apartment room now walking down the halls turning here and there till she came into her god-parent kitchen seeing both Ben and Rook standing next to a other man with grey-white hair wearing a red flower Hawaiian shirt with white pants.

"Good morning, Max-san." Makoto said reading the older man now.

"Ah, Good morning, Makoto. Ready for the tour around Bellwood?" Max asked seeing his god-daughter come in.

"You coming with us?" Makoto asked coming over to Ben side now.

"Unfortunately, no. I have some business to attend too. But I'll be able to see you later this evening for dinner." Max said looking over to Ben now, "Remember, Ben. You are only showing them around town. No heroic acts today."

"Don't worry, Grandpa. It just sight seeing, what could wrong?" Ben said, "Come on, guys. We head over to the park first then move on from there."

_-Bellwood Park-_

Bellwood Park look and seemed just like a regular park with people walking on the sidewalks, playground equipments with children playing on and off the equipments as they run along the sand. There were benches along the sidewalks allowing parents and others to stop and rest or watch their children play. Green leaves tree were lined along the part giving shade from the sun above with soft light green grass for those to sit down on.

All in all, Ben, Rook and Makoto were enjoying the scenery and the relaxing atmosphere that came from such a place. The two of three of them of were currently sitting on a bench with Ben talking to a vendor about some hot dogs. Which had Makoto wondering just how much food Ben could pack away when earlier today he had said he had eaten breakfast yet was still hungry.

"Alright, now that I have some dogs. We can begin the tour." Ben said as he started to stuff his face.

"Ben, those are not dogs." Rook said pointing to the food or one hot dog now left in Ben hand.

"No, Rook. It's just another way of saying I have some hot dogs." Ben said , explaining his expression of speech earlier.

"Oh." said Rook that he still had a bit of a confused expression.

"Wait, then why are we here?" Makoto asked looking up at Ben now.

"I just need to grab something to eat. Did you see what Grandpa Max was cooking?" Ben said finishing his last hot dog now.

"No, not really. But I don't think Max-san cooking is that bad." Makoto said only to have Ben stare at her.

"You haven't had Grandpa cooking yet have you?" Ben said as it was obvious that the woman before him had yet to eat any of his Grandpa food.

"No." said Makoto wondering how this had to do with anything.

"Since this is merely our starting point. Where do we head off next?" Rook asked, quite eager to spend time with Ben and Makoto.

"I was thinking of heading to mall then maybe the arcade…" Ben started to say but was cut off by Makoto.

"Is this really a tour or are you just using this a means to…" Makoto began to say when a loud roaring stop her.

"What the…?!" Ben said turning to his right now as people ran screaming towards him and then passed him.

"Ben!" Rook shouted standing up immediately with Makoto following.

Ben only had time to nodded at them before heading in the direction the people of Bellwood were running from. Having to dodge people who at times came close to knocking the three young heroes to their feet. Yet all three could hear a loud moaning and groaning sounds mixing in with crackling sound of tree bark breaking under pressure as they came closer to the source of trouble now. Seeing bits of dirt and rock flying through the air as a very large humanoid tree walk about the area now. It head at lest that what Ben could say was it head was moving about searching around.

"Whoa, I never see this type of alien before." Ben said raising his right arm now getting the omnitrix ready just in case this alien was not friendly.

"I do not believe that this is an alien." Rook said holding his proto-tool now aiming straight at the tree.

"It a oak tree." Makoto said taking in the detail of this now walking living tree.

"A what tree?" Rook asked turning his head slightly to look at her on his right side with Ben on his left. But Makoto didn't answer him.

It was definitely oak tree from the leaves that came off the branches that ran along from the head all the way down it hunch back. The bark of the tree was usual white with grey patches of barks that showed just how old this Oak Tree was, cracking and breaking but repairing itself as it moved. It moved with two very long legs giving it a great height with it roots sinking into the ground then being up root from the ground as it walk.

Long arms seemed to sprout out of its trunk like chest forming long curling claws now and what seemed to be it upper body with a short neck on top almost nonexistent shoulders. The head itself only had hallowed eyes and what appeared to be a carved mouth like someone had taken a knife and place a jack-o-lantern smile on face.

"Ah, there you are." The oak tree said now turning it full body to them. It voice sounded very old but very wise the way a grandfather would sound.

"This look like a job for Humungousaur." Ben said just as the Oak tree head turn to them.

"Ben, it walking towards us." Rook said taking aim ready to fire at it seeing how it was now just some ten feet away.

"No! Wait a sec." Makoto said shooting her arm right in front of Ben and Rook now.

"Are you kidding? This thing was just attack people." Ben said clearly displeased at being stop.

"No, it wasn't. If you notice before, it was just looking around and walking but not attacking." Makoto said, bringing her arm down now. Turning back onto the oak tree that was now just some few feet away from them.

"You saying that it is friendly?" Rook asked questionably still keeping his proto-tool trained on the creature.

"I don't know. I just feel…" Makoto started to say but stop. She wasn't sure how to say this but it felt like she was meant to talk with this Oak tree however weird it sounded. It even came to a stop now just standing right before them before lowering its head a little focusing it hallow black eyes on them now.

"Ah, Princess. It has been quite a long time since I have seen you. It is good to see you are well and fit in this life. Yet I fear that this itself will only be temporary." The Oak tree said it eyes seeming to be looking right at her now.

"Princess?" Rook and Ben said at the same time shock and surprise by the title yet Makoto ignored them trying to recall who this sentinel being was and how she knew she was a princess.

"You know who I am then?" Makoto asked, cradling her head to look up at him at lest she hope it was a him.

"Ah, I see that your memory has not fully return yet. I feel such sorrow at this for we spend much time together. Learning the ways of our people, preparing yourself for job that lay before you. But a last my time here is short, and with that time I have. I must warning you." The Oak Tree said his voice held a tone of sadness but it disappeared with worry.

"A warning?" Makoto said her lips turning into a frown now as her eyes narrowed.

"What kind of warning?" Ben said bringing his right hand down seeing that this Oak tree wasn't attack them but it was rising some questions.

"Ah, I see that the Prince is here as well. Greeting to you, young Prince. I hope this time life time things will work out in your favor." said The Oak tree giving a bow to Ben then.

"Ben, you are a prince?" Rook said lowering his arms now starting at Ben as if he just grew a second head now, "I was not informed of this."

"What? No, I'm not a prince!" Ben said then turn his light green eyes to the Oak tree even as he felt a jolt of familiarity from this strange creature, "You said you came to warn us. Warn us about what?"

"Yes, the warning…Princess. You must remember the past for what it really was and free of those under his spell other wise, the enemy that had once been sleeping shall awaken plunging the earth into total darkness and silence. You must finished what was starting many eons ago." The Oak tree said lowering itself down to the point it came face to face with Makoto.

"Lita, what is he talking about?" Rook asked seeing how this warning was not to him or Ben but to her.

"I'm not sure. The past, you are talking about before, about the Silver millennium. I do remember it. All of it." Makoto said trying to understand the words the Oak Tree had given her.

"No, you do not. But you must, if you are to save Serenity from him and his Master before it is too late." The Oak Tree said cradling his head over it back now looking past the trees and further away as if it knew something was watching him.

"Wait! You know were Usagi is? Tell me, where is she?!" Makoto said her once calm expression was now gone replace by restless and frantic with her hands reaching outward.

"My time is up. I…must go now….Farewell my Princess and Prince. May Gods and Goddess bless you and guard you on your journey." The Oak Tree said wrapping his arms now around his chest closing his legs to together now as he rolled into himself.

"No, you can't go! You first have to tell me were Usagi is! Please!" Makoto shouted her hands shooting out touching the tree bark only to jerk them back feeling the spirit that had once been inside the oak tree fade away.

But once spirit inside had fade away now leaving before her just a ordinary oak tree now standing before her. It leaves swaying on the branches as the wind blew through it causing some of the leaves to fall off letting them slowly descend to the ground. Gradually, she let her hands fall off the Oak tree now coming to her side now as her emerald green eyes started up at the tree itself. Feelings of resentment and anger coursing through her body at having been denied the answer she was searching for.

"Lita?" Ben asked seeing how the auburn hair girl stare at the tree as if her will itself would bring back to life now.

"I…need to head back to Plumber base. You guys…can finished the tour." Makoto said backing away from the tree now.

"Hold on a sec, Lita. You can just expect us to allow you to walk away just like that. Not with out us asking some questions first!" Ben said, raising his hands above his head. He himself definitely have some questions he wanted to asked. Especially the part about being called a prince.

"Ben, I don't think this is the right time for…" Rook tried to say but the brunette hair man cut him off.

"Of course it is! What with that thing! Where did it come from? And what this warning about a enemy who was said to sleeping and now awaken. Figuring out the past for what it really was? And how Lita is going to having to defeats it so that darkness and silence doesn't fall to earth which is usually my job. Then on top of that, it call me a Prince…" Ben said and would have continued on if Rook hadn't shouted his name.

"Ben!" Rook shouted getting his partner to stop now.

"What?!" Ben asked turning purple fun alien now.

"She has a ready leaving." Rook said pointing out to Makoto who was just now a good distance away from them.

"Why didn't you stop her?" Ben asked

"She said she need time to think. And I believe we should give her some time." Rook said placing a hand on Ben shoulder stopping him from running after Makoto now.

"Oh, come on. You can't tell me you don't have any questions." Ben said pushing Rook hand off his shoulder.

"I do. But Ben, it is obvious that this warning has deeply troubled, Lita." said Rook having seen the fear and uneasiness in her eyes.

"Which is why we need to speak with her. Now." Ben said turning around now chasing after Makoto now. He want some answers, answers to what had just happen, why this creature came to warn her about him and his master. But most importantly why did he feel as if he knew it? When he was sure, he would remember coming across such a strange being. _'And what was with it calling me a Prince?' _thought Ben his bottle green eyes narrowing with a determination to find out answers to the questions.


End file.
